Common use of CONDITIONS OF BORROWING Clause in Contracts

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation effectiveness of each Lender this Agreement, the obligations of the Term Loan A Lenders to make its provide the Term Loan hereunder on A Commitments, and the Closing Date is other agreements of the Lenders under Section 2.01 are subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerAgreement; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting a NoteNotes; (iii) such certificates certified copies of (A) the resolutions of the Board of Directors or other action, incumbency certificates and/or other certificates of Responsible Officers equivalent governing body of each Loan Party as approving the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement Transactions and the other Loan Transaction Documents to which such Loan Party it is a party or is to be a party and (B) all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the identity, authority Transactions and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents Transaction Document to which such Loan Party it is a party or is to be a party; (iv) copies a copy of the certificate of the Secretary of State of the jurisdiction of incorporation or formation, as the case may be, of each Loan Party’s Organization Documents , dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the charter, article of formation, or such other constitutive document on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s constitutive documents on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and certifications as the Administrative Agent may reasonably require to evidence that each (3) such Loan Party is duly organized incorporated or formed, formed and that each Loan Party is validly existing, in good standing and qualified to engage in business in each or presently subsisting under the laws of the State of the jurisdiction where its ownership, lease of incorporation or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter or applicable constitutive documents of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 4.01(a)(iv), (B) a true and correct copy of the bylaws, limited liability company agreement, or partnership agreement of such Loan Party as in effect on the date on which the resolutions referred to in Section 4.01(a)(iii) were adopted and on the Closing Date and (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, limited liability company or partnership organized or formed under the laws of the jurisdiction of its incorporation or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (vii) a certificate of a duly authorized officer of each Loan Party stating that all consents, licenses and approvals required in connection with the consummation of such Loan Party of the Transactions have been received and are in full force and effect; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower and the other Loan Parties contained in Article V are true and correct in all material respects immediately prior to, and shall be true and correct in all material respects after giving effect to, the Borrowing, (B) that the representations and warranties contained in the other Loan Documents are true and correct in all material respects as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), (C) the absence of any event occurring and continuing, or resulting from the Borrowing, that constitutes a Default or Event of Default, (D) absence of any litigation (other than Disclosed Litigation) that could reasonably likely be expected to result in a Material Adverse Effect, (E) compliance with all Applicable Laws and regulations (including ERISA and Environmental Laws), and (F) the absence of any Material Adverse Effect since August 17, 2012; (ix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis before and after giving effect to the Transactions, from the Borrower’s chief financial officer; (x) the executed opinion of (A) Akin Gump ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as (B) local Kansas counsel to such matters concerning the Loan Parties and the Loan Documents as Parties, addressed to the Administrative Agent may and each Lender, in each case, in form and substance reasonably request satisfactory to the Administrative Agent; (includingxi) a certificate as to the identity, without limitation, with respect to enforceability, due authorization, perfection location and other characteristics of the Liens Collateral in favor form and substance reasonably satisfactory to the Collateral Agent and Administrative Agent, duly executed by each Loan Party (the “no conflicts” with the First Lien Loan DocumentsPerfection Certificate”); (vixii) a certificate signed evidence that all insurance required to be maintained pursuant to Section 6.08 has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiii) each of the Equity Documents (excluding the Warrants) and copies of the Warrant certificates attached to the Warrant Agreement, certified as true and correct copies thereof by a Responsible Officer of the Borrower certifying Borrower; (a) that (1xiv) the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each party thereto; (xv) [Intentionally omitted]; (xvi) the Omnibus Amendment with respect to the Security Agreement and the Subsidiary Guarantee, duly executed by each Loan Party, together with: (A) confirmation from the Collateral Agent that all certificates representing the Initial Pledged Equity referred to therein (to the extent not constituting ABL Primary Collateral) accompanied by undated stock powers executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, accompanied by note transfer powers indorsed in blank, are in the possession of the Collateral Agent; (B) copies of all UCC financing statements filed pursuant to the Original Credit Agreement, each of which shall remain on file and of record in the appropriate jurisdictions, and any additional UCC financing statements or UCC financing statement amendments reasonably requested by the Collateral Agent in suitable form for filing; (C) completed requests for information and lien search results, dated on or before the Closing Date, showing the UCC financing statements filed pursuant to the Original Credit Agreement and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements; (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the security interest created thereunder; and (E) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken. (b) The representations and warranties of (i) the Loan Parties Borrower contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are shall be true and correct in all material respects, in each case, respects on and as of the Closing Datedate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or shall be true and correct in all material respects, as the case may be, respects as of such earlier date date. (c) No Default or Event of Default shall have occurred and (2) no Default exists be continuing, or would result from the borrowing execution of this Agreement or the Loans proposed Borrowing or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder initial Borrowing on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) Party and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement, the Intercreditor Agreement sufficient in number for distribution to the Administrative Agent, and each Lender and the BorrowerGuaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) evidence that the elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date have been satisfied and each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party, as applicable thereto, together with evidence that all other actions, searches, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; party on the Closing Date, and (ivB) copies a good standing certificate from the applicable Governmental Authority of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that jurisdiction of incorporation, organization or formation, each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except dated a recent date prior to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date; (v) a favorable an opinion of from ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed in form and substance acceptable to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents);Agent; and (vi) copies of a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, recent Lien searches in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or jurisdiction reasonably requested by the Collateral Agent with respect to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral AgentParties. (b) All fees and expenses required to be paid hereunder, under the Fee Letter shall have been paid in full in cash or will be paid on the Closing Date out of the initial Borrowing. (c) Concurrently with the consummation of the Transactions, Borrower shall consummate and enter into the First Lien Credit Agreement with an initial Borrowing Base of at least $38,000,000 and the First Lien Loan Documents, in form and substance satisfactory to the Administrative Agent. (d) The Administrative Agent and each Lender shall have received the unaudited consolidated balance sheets and related statements of operations dated as of October 17, 2012 (the “Unaudited Financial Statements”). (e) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III that has been reasonably requested at least 10 Business Days in advance of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Closing Date. (cf) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them title information covering enough of the Borrowing Base Properties evaluated by the Borrower on or prior to the Closing Dateinitial Reserve Report, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender so 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 reasonably satisfactory title information on the proposed Closing Date specifying its objection theretoBorrowing Base Properties. (g) The Administrative Agent shall have received the Initial Reserve Report.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) that number of executed counterparts of this Agreement sufficient in number for distribution to as may be reasonably requested by the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (as amended, the “Pledge Agreement”), duly executed by each Loan Party, together with: (A) a certificate representing all of the Equity Interests in the Borrower, accompanied by an undated stock power executed in blank, subject to the limitation on the pledge of such Equity Interests set out in the Pledge Agreement; (B) proper UCC financing statements naming AGFC as debtor in form appropriate for filing under the Uniform Commercial Code in the State of Indiana; and (C) certified copies of UCC searches and state-level tax searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those states in which any Loan Party is organized, none of which encumber the Pledged Equity or the Eligible Loan Receivables; (iv) (x) executed copies of the Intercompany Secured Loan Agreements and the Intercompany Security Documents, each of which shall be in full force and effect; and (y) copies of UCC financing statements evidencing the perfection of the Borrower’s security interest in the Eligible Loan Receivables securing the Intercompany Secured Loans pursuant to the Intercompany Security Documents; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable opinion of W▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇M▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens set forth in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Exhibit H; (viviii) a certificate signed by a Responsible Officer of the Borrower AGFC certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true that the conditions specified in Sections 4.01(g) and correct, (h) have been satisfied and (B) which are not qualified by materiality are true and correct in all material respectsthat, in each case, except as set forth on and as Schedule 4.01(a)(viii) of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereofDisclosure Letter, (bx) the Existing Indenture has not been amended or modified and that there the compliance with the provisions thereof has not been no event or circumstance waived since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, 1999 and (cy) either the AGFC Credit Facility has not been amended or modified and that (1) no consents, licenses or approvals are required in connection the compliance with the executionprovisions thereof has not been waived since July 14, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate2005; (ix) the Security Documents, each duly executed Lenders and the Administrative Agent shall have timely received the information related to the Act under Section 11.18 as shall have been reasonably requested by the applicable Loan PartiesAdministrative Agent and the Lenders; (x) a Borrowing Base Certificate duly certified by a Responsible Financial Officer showing a calculation of the Borrowing Base, which shall be computed on the basis of Eligible Loan Receivables as of February 28, 2010; (xi) evidence that all other Loan DocumentsIndebtedness owing by any Subsidiary Guarantor to AGFC and American General Finance, each duly executed by Inc. shall be subordinated to the applicable Loan PartiesObligations pursuant to a subordination agreement (the “Subordination Agreement”); and (xixii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or evidence that the Borrower’s certificate of incorporation shall contain such terms that are reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, satisfactory to the reasonable satisfaction Administrative Agent; and (xiii) a copy of the Collateral AgentDisclosure Letter executed by a Responsible Officer of AGFC. (b) The Administrative Agent and each Lender Subsidiary Guarantors shall have received all documentation and no Indebtedness individually in excess of $100,000,000 other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act than (Title III of Pub. L. 107-56 (signed into law October 26, 2001)i) (the “Patriot Act”). (cas set forth on Schedule 7.02(b)(ii) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions Disclosure Letter, (ii) in respect of Section 9.04the Obligations, for purposes (iii) in respect of determining compliance with intercompany Indebtedness among the conditions specified Subsidiary Guarantors, and (iv) 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 respect of the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Intercompany Secured Loans;

CONDITIONS OF BORROWING. The obligation of each Lender to make its any Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Unless waived by all the Lenders (or by the Administrative Agent’s Agent with respect to immaterial matters or items specified in clause (v) or (vi) below, with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the receipt of the followingfollowing by the Administrative Agent, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender’s Commitment; (iii) Intentionally omitted; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may reasonably require evidencing (A) to establish the authority identities of each Loan Party to enter into this Agreement and verify the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyDocuments; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party the Borrower is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationin which it is required to be qualified to engage in business, except to the extent that where failure to do so could qualify would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection including certified copies of the Liens Borrower’s Organization Documents, certificates of good standing and/or qualification to engage in favor the Collateral Agent business and “no conflicts” with the First Lien Loan Documents)tax clearance certificates; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (aA) that the conditions specified in Sections 4.02(a) and (1b) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correcthave been satisfied, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that the date of the Audited Financial Statements which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer an opinion of the Borrower, satisfactory in form and substance counsel to the Administrative Agent, attesting to Borrower substantially in the Solvency form of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyExhibit I; (viii) evidence that the Perfection CertificateExisting Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (ix) a copy of the Security Documents, each duly First Lien/Second Lien Intercreditor Agreement executed by the applicable Loan PartiesFirst Lien Administrative Agent and the Administrative Agent and acknowledged by the Borrower; (x) all other Loan Documents, each duly a copy of the Aircraft Intercreditor Agreement executed by the applicable Loan PartiesFirst Lien Administrative Agent, the Term Lender and the Administrative Agent and acknowledged by the Borrower; (xi) evidence that the Lenders have a second priority perfected security interest in the Collateral (subject only to Liens expressly permitted to be prior pursuant to Section 7.01); (xii) receipt by the Administrative Agent of evidence that the Sponsors have filed any required notices of change of ownership of the Borrower with, and have received no objection thereto from, the U.S. Department of Transportation; (xiii) the Borrower’s Adjusted EBITDA for the trailing 12 months prior to the Closing Date, is not be less than $25,000,000; (xiv) evidence satisfactory to the Administrative Agent that the Borrower’s undrawn availability under the First Lien Credit Agreement immediately after the Closing Date is not less than $5,000,000; and (xixv) evidence satisfactory to the Administrative Agent that EAC Acquisition Corp. has contributed to the Borrower a minimum capital investment in the form of (a) common equity totaling $500 and (b) preferred equity totaling $34,999,500; (b) Unless waived by all documents Lenders, the receipt of the Collateral Documents by the Administrative Agent, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date and instrumentseach in form and substance satisfactory to the Administrative Agent and their respective legal counsel, including together with: (i) acknowledgment copies of all Uniform Commercial Code financing statementsstatements filed, required by law registered or reasonably requested by recorded or, in the Collateral Agent discretion of Administrative Agent, to be filed, registered or recorded to create or perfect the first priority Liens intended security interests of the Administrative Agent for the benefit of the Lenders, or other evidence satisfactory to be created under the Loan Documents and all such documents and instruments shall have Administrative Agent that there has been so filed, registered or recordedrecorded all financing statements and other filings, in each case, registrations and recordings necessary and advisable to perfect the reasonable satisfaction Liens of the Collateral Agent.Administrative Agent for the benefit of the Lenders in accordance with applicable law; (bii) The Administrative Agent Lien and each Lender shall have received all documentation judgment searches and such termination statements or other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation documents as may be necessary to confirm that the USA PATRIOT Act Collateral is subject to no other Liens in favor of any Persons (Title III of Pub. L. 107-56 (signed into law October 26, 2001except as permitted pursuant to Section 7.01)) (the “Patriot Act”).; (ciii) The Administrative Agent all certificates and each Lender shall have received all fees and other amounts due and payable to them by instruments representing the Borrower on Collateral, stock transfer powers executed in blank with signatures; (iv) evidence that the Second Lien Aircraft Security Agreement has been filed or prior to will contemporaneously with the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance filed 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 FAA or other matter required thereunder to be Consented to applicable filing office (foreign or approved by or acceptable or satisfactory to a Lender unless domestic), and the Administrative Agent shall have received notice from an opinion of special FAA counsel and special counsel in any other jurisdiction in which Collateral is located, in form and substance reasonably satisfactory to the Lenders, concluding that the Aircraft Security and Flight Equipment Agreement is properly of record with the FAA, or such Lender other applicable filing office, and the Lender’s Lien against the Aircranes, Other Aircranes and equipment described therein is properly perfected and, except as provided herein, subject to no prior or senior Liens of record with the FAA, or such other applicable filing office; (v) Intentionally omitted; (vi) evidence that the Second Lien Deed of Trust has been filed with the appropriate recording office, and the Administrative Agent shall have received a policy of title insurance in form and substance satisfactory to the Lenders covering the Second Lien Deed of Trust and the Real Property; (vii) evidence that all other actions necessary to perfect and protect the second priority security interest created by the Collateral Documents have been taken; and (viii) funds sufficient to pay any filing or recording tax or registration or other fees including, but not limited to, any and all Uniform Commercial Code financing statements; (c) Standard lenders’ payable endorsements with respect to the insurance policies or other instruments or documents evidencing insurance coverage on the properties of the Borrower in accordance with Section 6.07; (d) Any fees required to be paid in accordance with the Fee Letter on or before the Closing Date shall have been paid; (e) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the proposed Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that following the Closing Date specifying its objection theretothere shall be a final settling of accounts between the Borrower and the Administrative Agent with respect to such estimated Attorney Costs); and (f) The Closing Date shall have occurred on or prior to October 31, 2007.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Initial Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) that number of executed counterparts of this Agreement sufficient in number for distribution to as may be reasonably requested by the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) a Pledge Agreement in substantially the form of Exhibit E, duly executed by each Loan Party, together with proper UCC financing statements naming Springleaf as Debtor in form appropriate for filing under the Uniform Commercial Code in the State of Indiana; (iv) [reserved]; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender Lender, in form and as substance reasonably satisfactory to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Agent; (viviii) a certificate signed by a Responsible Officer of the Borrower Springleaf certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true that the conditions specified in Sections 4.01(g) and correct, (h) have been satisfied and (B) which are not qualified by materiality are true and correct in all material respectsthat, in each case, except as set forth on and as Schedule 4.01(a)(viii) of the Closing DateDisclosure Letter, except to the extent Existing Indenture has not been amended or modified and that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from compliance with the borrowing of the Loans or from the application of the proceeds thereof, (b) that there provisions thereof has not been no event or circumstance waived since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate1999; (ix) the Security Documents, each duly executed Lenders and the Administrative Agent shall have timely received the information related to the Act under Section 11.18 as shall have been reasonably requested by the applicable Loan PartiesAdministrative Agent and the Lenders; (x) a Borrowing Base Certificate duly certified by a Responsible Financial Officer showing a calculation of the Borrowing Base, which shall be computed on the basis of Eligible Loan Receivables as of March 31, 2011; (xi) evidence that all other Loan DocumentsIndebtedness owing by any Subsidiary Guarantor to Springleaf and Springleaf Finance, each duly executed by Inc. shall be subordinated to the applicable Loan PartiesObligations pursuant to a subordination agreement (the “Subordination Agreement”); (xii) evidence that the Borrower’s certificate of incorporation shall contain such terms that are reasonably satisfactory to the Administrative Agent; and (xixiii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction a copy of the Collateral AgentDisclosure Letter executed by a Responsible Officer of Springleaf. (b) The Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentLenders and their legal counsel: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerAgreement; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting such Notes, each in a Noteprincipal amount equal to such Lender's Committed Sum; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may require evidencing (A) to establish the authority identities of each Loan Party to enter into this Agreement and verify the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party and the General Partner is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationorganization and in each other jurisdiction in which it is required to be qualified to engage in business, except to the extent that where such failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable certificate signed by a Responsible Officer of each Borrower certifying (A) that the representations and warranties contained in ARTICLE V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2001 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrowers, any Guarantor, TWC, or any other material Subsidiary of TWC, or any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrowers or any of their Subsidiaries, (D) the Borrowers and their Subsidiaries own the assets and businesses reflected on the Initial Pro Formas, including without limitation the Contributed Interests and the Pipeline Assets, free and clear of all Liens other than Permitted Liens and subject to no Indebtedness, and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrowers or any of their Subsidiaries, that in the opinion of the Lenders (x) could reasonably be expected to materially and adversely affect the Borrowers, any Guarantor or any material Subsidiary of TWC, or (y) seeks to affect or pertain to any transaction contemplated hereby or the ability of the Borrowers or any Guarantor to perform its obligations under the Loan Documents; (vi) opinions from (A) Vinson &Elkins L.L.P., counsel to each Loan Party and the Gene▇▇▇ ▇▇rtner, substantially in the form of EXHIBIT F-1 hereto, and (B) William G. von Glahn, counsel to each Loan Party and the Gener▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ially in the form of EXHIBIT F-2 hereto; (vii) receipt of the following, in each case in form and substance satisfactory to the Lenders in their sole discretion: (A) an unaudited pro forma opening balance sheet and income statement of Williams LLC and the MLP, in each case both individually and c▇▇▇▇▇▇▇▇ LLP▇ted for the Company and its Subsidiaries; (B) audited consolidated and consolidating balance sheets, counsel to income statements and statements of cash flows of the Loan PartiesMLP for the period ended December 31, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties 2001; (C) one-year projections for Williams LLC and the Loan Documents MLP; (D) unaudited balance sheets of Will▇▇▇▇ ▇▇▇ as of December 31, 2001, and unaudited income sta▇▇▇▇▇▇▇ and statements of cash flows for Williams LLC for the period ended December 31, 2001; and (E) such ot▇▇▇ financial information as the Administrative Agent may reasonably request request; (including, without limitation, with respect to enforceability, due authorization, perfection viii) copies of the Liens following, in favor each case in form and substance reasonably satisfactory to the Collateral Agent Lenders: (A) the Contribution Agreement and “no conflicts” with related agreements; (B) all agreements between Williams LLC and the First Lien Loan MLP, and all agreements between Williams ▇▇▇ ▇▇ ▇he MLP and TWC or a TWC Affiliate relating to Willi▇▇▇ LLC, (C) Williams LLC's Organization Documents, and (▇) ▇▇▇ ▇LP's Organ▇▇▇▇▇▇▇ Documents (collectively, the "BORROWER OPERATING AGREEMENTS"); (viix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrowers and each Guarantor; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require; (xi) an opinion (a "SOLVENCY OPINION") that Williams LLC is and, after giving effect to the Borrowing and ▇▇▇ ▇▇▇▇sactions contemplated by this Agreement, and to the transactions applicable to Williams LLC contemplated by the Contribution Agreement, will ▇▇ "▇▇▇▇ent" as such term is defined in SECTION 5.18, determined on a stand-alone basis for Williams LLC and not on a consolidated basis. The Solvency Opi▇▇▇▇ ▇▇▇ll be rendered to or for the Administrative Agent and the Lenders; shall be prepared by an independent third party who is reasonably satisfactory to the Lenders, and shall be in form and substance satisfactory to the Lenders in their sole discretion; and (xii) a certificate signed by a Responsible Officer of the each Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed Contribution Agreement including the contribution of the Contributed Interests to the MLP and the issuance by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law MLP of its redeemable class B units to GP LLC have occurred or reasonably requested by are occurring concurrently with the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction funding of the Collateral AgentLoans. (b) The Administrative Agent and each Lender All fees required to be paid on or before the Closing Date (including the fees set forth in the Fee Letters) 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Administrative Agent and each Lender Borrowers shall have received all fees and other amounts due and payable to them by the Borrower on paid or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of reimbursed all reasonable and documented out-of-pocket fees and expenses (including the legal fees costs and expenses of King & Spalding LLPthe Administrative Agent and the Lenders including, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLPwithout limitation, counsel Attorney Costs of the Administrative Agent to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day extent invoiced prior to the Closing Date for payment to be required as a condition to or on the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its portion of the Priority Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) Loan Documents, Organization Documents, Etc. The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty and/or of each other party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowerother Loan Documents; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of the Intercreditor Agreement; (iv) copies of the Organization Documents of the Borrower and each Collateral Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Person to be true and correct as of the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;; and (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its portion of the Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Term Loan Note executed by the Borrower in favor of each Lender requesting a Term Loan Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Loan Parties, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special Barbados counsel for HOT-Barbados, and ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Bermuda counsel to the Loan Partiesfor Limited, each addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from signed by a Responsible Officer of Limited certifying (A) the chief financial officer of the Borrower, satisfactory in form representations and substance to the Administrative Agent, attesting to the Solvency warranties of the Borrower and its Subsidiaries each other Loan Party contained in Article V or any other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on a consolidated basis and as of the Closing Date after giving effect date of the Term Loan, except to the transactions contemplated herebyextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Default exists, or would result from the Term Loan or the application of the proceeds thereof, (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (D) a calculation of the Leverage Ratio as of the last day of the fiscal quarter of Limited most recently ended prior to the Closing Date; (viii) evidence that the Perfection CertificateExisting Credit Agreement has been or concurrently with the Closing Date is being terminated and obligations thereunder have been or concurrently with the Closing Date are being paid or satisfied in full; (ix) evidence satisfactory to the Security Documents, each duly executed by Administrative Agent that the applicable OXO Acquisition shall have been consummated (or shall be consummated simultaneously with the initial Loan Partieshereunder) pursuant to the terms of the OXO Acquisition Agreement; (x) evidence that all other Loan Documents, each duly executed by of the applicable Loan Partiesconditions precedent to Borrowing set forth in Section 4.01 of the Bank Credit Agreement have been satisfied; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender Any fees required to be paid on or before the Closing Date 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Unless waived by all the Lenders (or by the Agent with respect to immaterial matters or items specified in clause (iv) or (v) below with respect to which the Borrower has given assurances satisfactory to the Agent that such items shall be delivered promptly following the Closing Date), the Agent’s 's receipt of the following, each of which shall be originals or telecopies or, except as otherwise specified, facsimiles (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note original Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; (iii) original executed counterparts of each Guaranty, sufficient in number for distribution to the Agent, each Lender and the Borrower; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) to establish the authority identities of each Loan Party to enter into this Agreement and verify the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownershipin which it is required to be qualified to engage in business, lease or operation including certified copies of properties or the conduct each Loan Party's Organization Documents, certificates of its good standing and/or qualification to engage in business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)tax clearance certificates; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (aA) that the conditions specified in Sections 4.02(a) and (1b) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correcthave been satisfied, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has ---------------- --- been no event or circumstance since May 1December 31, 2021, that 2001 which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from an opinion of counsel to each Loan Party substantially in the chief financial officer form of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby;Exhibit I; --------- (viii) such other assurances, certificates, documents, consents or opinions as the Perfection Certificate; (ix) Agent or the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Unless waived by all the Lenders, the Agent's receipt of the following, each of which shall be originals or, except as otherwise specified, facsimiles (followed promptly by originals), each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date and each in form and substance satisfactory to the Agent and its legal counsel: (i) executed and notarized original Deed of Trust in proper form for recording in King County, Washington, encumbering ▇▇▇▇▇▇ Plaza; (ii) (A) ALTA extended coverage lender's title insurance policy (1970 form with 1984 amendments) or unconditional commitment therefor (the "Title Policy") issued by Chicago Title ------------ Insurance Company (the "Title Company"), in an amount not less than -------------- the Aggregate Commitments, insuring fee simple title to ▇▇▇▇▇▇ Plaza vested in the Borrower and assuring the Agent that the Deed of Trust creates a valid and enforceable Lien on ▇▇▇▇▇▇ Plaza as security for the Secured Obligations (as defined in the Deed of Trust) prior and superior in right to any other Person, subject only to a standard survey exception and other exceptions approved by the Lenders in writing, which Title Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by the Agent or any Lender and (2) shall provide for affirmative insurance and such reinsurance as the Agent or any Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent and the Lenders; and (B) evidence satisfactory to the Agent that the Borrower has (1) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Title Policy and (2) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Title Policy and all recording and stamp taxes payable in connection with recording the Deed of Trust in the King County, Washington real estate records; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy; (iv) (A) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (1) ▇▇▇▇▇▇ Plaza is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (2) the community in which ---------------------- ▇▇▇▇▇▇ Plaza is located is participating in the National Flood Insurance Program, (B) if ▇▇▇▇▇▇ Plaza is a Flood Hazard Property, the Borrower's written acknowledgement of receipt of written notification from the Agent (1) as to whether ▇▇▇▇▇▇ Plaza is a Flood Hazard Property and (2) as to whether the community in which ▇▇▇▇▇▇ Plaza is located is participating in the National Flood Insurance Program, and (C) in the event ▇▇▇▇▇▇ Plaza is a Flood Hazard Property and the community in which it is located participates in the National Flood Insurance Program, evidence that the Borrower has obtained flood insurance in respect of ▇▇▇▇▇▇ Plaza to the extent required under the applicable regulations of the FRB; (v) executed original Certificate and Indemnity, sufficient in number for distribution to the Agent, each Lender shall and the Borrower; (vi) copies of the Environmental Reports and each other environmental site assessment prepared by or for the Borrower with respect to ▇▇▇▇▇▇ Plaza, stating that, except as disclosed in the Environmental Reports, ▇▇▇▇▇▇ Plaza is free from Hazardous Materials and that operations conducted thereon are in compliance with all Environmental Laws; (vii) originals of Subordination Agreements executed by Seattle TV, Civia, ▇▇▇▇▇▇ Communications, ▇▇▇▇▇▇ Properties, ▇▇▇▇▇▇ Entertainment and ▇▇▇▇▇▇ Pathways with respect to the leases or other agreements entered by such Persons with respect to space occupied by such Persons in ▇▇▇▇▇▇ Plaza; and (viii) evidence that all other actions necessary or, in the opinion of the Agent or any Lender, desirable to perfect and protect the first priority Lien created by the Security Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the Collateral, 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been taken. (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable Agent's receipt of a construction budget indicating that the cost to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇complete ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP Plaza from its state of completion as of the Closing Date is not more than the amount of capital expenditures permitted under Section ------- 7.11, certified by a Responsible Officer of the Borrower as being the Borrower's ---- best estimate and ▇▇▇▇▇ ▇prepared in good faith. (d) The Agent's receipt of evidence that the Master Services Agreement is (i) in full force and effect, (ii) obligates Seattle TV to lease not less than 85,000 square feet of space at a Fair Market Rental Rate for a period commencing not later than January 1, 2005 and ending not earlier than January 1, 2012 and (iii) is in form and substance reasonably acceptable to the Lenders. (e) The Agent's receipt of evidence that all of the condition precedent to the making of the initial loans under the ▇▇▇▇▇▇ Broadcasting Credit Documents have been satisfied or waived. (f) The Agent's receipt of evidence that (i) all of the conditions precedent to the making of the initial loans under the ▇▇▇▇▇▇ & Ashton LLP, counsel Communications Margin Loan Agreement have been satisfied or waived (ii) all of the conditions precedent to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received transactions contemplated by the Borrower at least one ▇▇▇▇▇▇ Communications Forward Sale Documents have been satisfied or waived and (1iii) Business Day prior ▇▇▇▇▇▇ Communications shall have received the proceeds of the initial loans made under the ▇▇▇▇▇▇ Communications Margin Loan Agreement in an amount not less than $40,000,000 and applied such proceeds to the loans made under the agreement described in clause (a) of the definition of Existing Credit Facilities. (g) The Agent's receipt of evidence that each of the Existing Credit Facilities has been or concurrently with the Closing Date for payment is being terminated and all Liens securing obligations under the Existing Credit Facilities have been or concurrently with the Closing Date are being released. (h) The Agent's receipt of a certificate from the Borrower's insurance broker or other evidence satisfactory to the Agent that all insurance required to be maintained pursuant to Article 4 of the Deed of Trust is in full force and effect and that the Agent on behalf of itself and the Lenders has been named as additional insured and/or loss payee thereunder to the extent required as a condition under Article 4 of the Deed of Trust. (i) Any fees required to be paid on or before the Closing Date shall have been paid. (j) Unless waived by the Agent, the Borrower shall have paid all Attorney Costs of the Agent to the extent invoiced prior to or on the Closing Date. Without limiting the generality , plus such additional amounts of the provisions Attorney Costs as shall constitute its ---- reasonable estimate of Section 9.04, 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 Attorney Costs incurred or to be satisfied with, each document or other matter required thereunder to be Consented to or approved incurred by or acceptable or satisfactory to it through the closing proceedings (provided that such estimate shall not thereafter preclude a Lender unless final settling of accounts between the Administrative Agent shall have received notice from such Lender prior to Borrower and the proposed Closing Date specifying its objection theretoAgent).

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, the Mortgage Amendment in the form of Exhibit F hereto and each other Security Document listed in the Security Schedule, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, Parties from counsel licensed to practice law in the State of Kansas addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (includingset forth in Exhibit E, without limitation, with respect in form and substance satisfactory to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Agent; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from signed by a Responsible Officer of Borrower certifying (A) that the chief financial officer conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the BorrowerAudited Financial Statements that has had or could be reasonably expected to have, satisfactory either individually or in form and substance to the Administrative Agentaggregate, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyMaterial Adverse Effect; (viii) the Perfection Certificateevidence that all insurance required to be maintained pursuant to this Agreement has been obtained and is in effect; (ix) a duly completed Compliance Certificate as of the Security Documentslast day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, each duly executed signed by the applicable Loan Partiesa Responsible Officer of Borrower; (x) evidence that the outstanding principal balance of loans under the Existing Credit Agreement, other than the $25,000,000 of Existing Loans renewed and extended hereunder, has been repaid in full, all other Loan Documents, each duly executed by letters of credit under the applicable Loan PartiesExisting Credit Agreements have been terminated and all commitments under the Existing Credit Agreement have been terminated; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender Any fees required to be paid on or before the Closing Date 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Administrative Agent and each Lender Unless waived by Agent, Borrower shall have received paid all fees fees, charges and other amounts due and payable disbursements of counsel to them by Agent to the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) The contribution of a term net profits interest to MV Oil Trust in exchange for Trust Units, and the sale of Trust Units, all as described in the MV Oil Trust Prospectus. (e) The Closing Date shall have occurred on or before January 31, 2007. (f) On a pro forma basis, after giving effect to the extent invoicedLoans, reimbursement or the payment of all reasonable loans and documented out-of-pocket fees other liabilities in connection with the Existing Credit Agreement, the payment of fees, closing costs and expenses (including in connection with this Agreement the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Datein compliance with Sections 7.12. Without limiting the generality of the provisions of Section 9.04, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its the Term Loan hereunder on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iviii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing and qualified to engage in business in each under the Laws of the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationincorporation, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization or formation; (viv) a favorable opinion opinions of ▇▇▇▇▇▇(A) Blank Rome LLP, counsel to the Loan Parties, (B) ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, local Alabama real estate counsel to the Loan Parties, and (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP, Canadian counsel to the Loan Parties and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, special Nova Scotia counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (viv) a certificate signed by a Responsible Officer of the Lead Borrower certifying (aA) that (1) the representations and warranties of the Loan Parties contained conditions specified in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewithSections 4.01(b), (Ac) which are qualified by materiality are true and correct, and (Bd) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereofhave been satisfied, (bB) that there has been no event or circumstance since May 1, 2021, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; provided that solely on the Closing Date for purposes of determining whether the condition precedent in this clause (v)(B) is satisfied and for purposes of compliance on the Closing Date with the representations and warranties contained in Section 5.05(c) and Section 5.15, it is agreed that (i) any non-cash adjustment to prior period financial statements shall not constitute a Material Adverse Effect, individually or in the aggregate; (ii) the domestic and international effects of the COVID-19 pandemic, including without limitation, the effects on the Loan Parties’ business, results of operations, financial condition, and/or the Loan Parties’ business and contractual arrangements with vendors, suppliers, landlords and other persons with whom the Loan Parties do business, shall not constitute a Material Adverse Effect, individually or in the aggregate; and (ciii) any event or condition that has occurred and could be reasonably evident by review of the diligence provided to the Administrative Agent, shall not constitute a Material Adverse Effect, individually or in the aggregate, in each case to the extent occurred on or before the Closing Date as a result of the COVID-19 pandemic and disclosed to the Administrative Agent on or before the Closing Date, (C) either that (1) no consents, licenses or approvals (other than those referenced in Section 4.01(a)(iii) of this Agreement) are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; , (viiD) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries Loan Parties on a consolidated Consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyhereby and (E) a calculation of Consolidated Fixed Charge Coverage Ratio as of the Fiscal Quarter ended August 1, 2020, in form and detail reasonably satisfactory to the Administrative Agent; (viiivi) evidence that all insurance required to be maintained pursuant to the Perfection CertificateLoan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect; (ixvii) the Security DocumentsDocuments (including, without limitation, the Mortgage and the Blocked Account Agreements satisfactory in form and substance to the Administrative Agent with each Blocked Account Bank (it being agreed that, prior to the Discharge of ABL Obligations, the form agreed by the ABL Agent (other than with respect to Term Loan Priority Account) shall be deemed to be reasonably acceptable to the Agents so long as the Collateral Agent is a party thereto and such agreement provides for the same rights in favor of the Collateral Agent as provided to the ABL Agent, subject to the Intercreditor Agreement)), each duly executed by the applicable Loan Parties; (xviii) all other Loan Documents, each duly executed by the applicable Loan Parties and the other parties thereto; (ix) (A) appraisal by a third party appraiser of all Inventory of the Borrowers, dated as of October 31, 2019, the results of which are satisfactory to the Administrative Agent (including a call with such third party appraiser), (B) the Initial IP Appraisal, the results of which are satisfactory to the Administrative Agent in its discretion and on which the Administrative Agent and each Lender are specifically permitted to rely (including a call with Hilco), (C) a written report regarding the results of a commercial finance examination by a third party examiner of the Loan Parties; and, dated as of July 9, 2020, which shall be satisfactory to the Administrative Agent rely (including a call with such third party examiner) and (D) appraisal by a third party appraiser of the Alabama Property, dated as of April 1, 2020, the results of which are satisfactory to the Administrative Agent; (x) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Collateral Agent for the delivery of such termination statements and releases have been made; (xi) (A) all documents and instruments, certificates of title (with respect to Eligible FF&E), including Uniform Commercial Code UCC (including fixture filings in the U.S. or Canada) and PPSA financing statementsstatements and Intellectual Property filings, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first Liens (having the priority Liens contemplated by the Loan Documents) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral AgentAgent and (B) the Credit Card Notifications and Blocked Account Agreements required pursuant to Section 6.13 hereof; and (xii) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) The representations and warranties of each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except (i) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date. (c) No Default or Event of Default shall exist, or would result from the Borrowing of the Term Loan on the Closing Date or from the application of the proceeds thereof. (d) The Administrative Agent shall be satisfied that after giving effect to (i) the funding of the Term Loan hereunder and (ii) consummation of the transactions and payment of all fees and expenses in connection therewith, Liquidity shall be at least the lesser of (A) $125,000,000 (including the ABL Excess Availability of not less $100,000,000) and (B) an amount determined by the Administrative Agent in due diligence to be sufficient to fund operations of the Loan Parties and their respective Subsidiaries. For purposes of calculating ABL Excess Availability as of the date hereof, the Lead Borrower, on behalf of the Borrowers, shall certify to the Administrative Agent that all accounts payable, lease payments, payments due under Indebtedness (other than the Obligations), and Taxes are current consistent with current Borrowers’ practices given the COVID-19 environment and excluding good faith disputes and any other items disclosed to the Collateral Agent prior to the Closing Date. (e) The Administrative Agent shall have received a Term Loan Borrowing Base Certificate dated the Closing Date, relating to the month ended on August 31, 2020, and executed by a Responsible Officer of the Lead Borrower. (f) The Administrative Agent shall have received (i) Audited Financial Statements; (ii) unaudited quarterly financial statements (including an income statement and a balance sheet) for each quarter ending on or about April 30, 2020 and July 31, 2020 (the “Interim Financial Statements”); (iii) a closing balance sheet adjusted to give effect to the transactions contemplated hereby; all of the foregoing in form and substance acceptable to the Administrative Agent, and (iv) the Financial Performance Projections for the Fiscal Year following the Closing Date (on a monthly basis) and for each Fiscal Year thereafter through the 2023 Fiscal Year (on an annual basis). (g) The Administrative Agent shall be reasonably satisfied that the Audited Financial Statements, the Interim Financial Statements and projections, delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent; provided that for purposes of this condition precedent, it is agreed that (i) any non-cash adjustments to prior period financial statements shall not constitute a Material Adverse Effect, individually or in the aggregate; (ii) the domestic and international effects of the COVID-19 pandemic, including without limitation, the effects on the Loan Parties’ business, results of operations, financial condition, and/or the Loan Parties’ business and contractual arrangements with vendors, suppliers, landlords and other persons with whom the Loan Parties do business, shall not constitute a Material Adverse Effect, individually or in the aggregate; and (iii) any event or condition that has occurred and could be reasonably evident by review of the diligence provided to the Administrative Agent, shall not constitute a Material Adverse Effect, individually or in the aggregate. (h) The Administrative Agent shall have received and be satisfied with a Store and e-Commerce statistics, fleet optimization initiative, recent accounts receivables and accounts payables aging and inventory stock ledger summary. (i) The Administrative Agent shall have attended a virtual meeting the Loan Parties’ senior management. (j) Substantially concurrently with the satisfaction of other conditions precedent set forth in this Section 4.01, the Borrowers and the other Loan Parties shall have entered into ABL Second Amendment and the Administrative Agent shall have received (i) a counterpart of the Intercreditor Agreement, signed by the ABL Agent, the Administrative Agent and each Lender acknowledged by the Loan Parties party thereto, and (ii) a certificate signed by a Responsible Officer certifying that true, correct and complete copies of all material documents relating to the ABL Second Amendment (A) have been delivered to Administrative Agent on or prior to the Closing Date, and (B) are in full force and effect. (k) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (l) There shall not have occurred any material default of any Material Contract of any Loan Party, the ABL Loan Documents or any documents or agreements evidencing any Material Indebtedness. (m) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (n) All fees required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (o) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (p) The Administrative Agent 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 including, without limitation limitation, the USA PATRIOT Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (and the “Patriot Act”)Canadian AML Legislation. (cq) The Administrative Agent and each Lender No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have received all fees and other amounts due and payable to them by the Borrower on or occurred prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Second Lien Lender to make its Loan Second Lien Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Second Lien Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Second Lien Administrative AgentAgent and each of the Second Lien Lenders: (i) executed counterparts of this Agreement and the Second Lien Pledge and Security Agreement, each executed by each Loan Party, sufficient in number for distribution to the Second Lien Administrative Agent, each Second Lien Lender and the BorrowerLoan Party Representative; (ii) a Note original Notes executed by the Borrower Borrowers in favor of each Second Lien Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers Officer or the Secretary of each Loan Party as the Second Lien Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of such Loan Party in connection with this Agreement and the other Second Lien Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Second Lien Administrative Agent may reasonably require to evidence that each Loan Party of the Consolidated Parties is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to qualification and where the extent that failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect, including, certified copies of the Organization Documents of the Loan Parties, certificates of good standing and/or qualification to engage in business of the Loan Parties; (v) a favorable opinion opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to and local counsel for the Loan Parties, addressed to the Second Lien Administrative Agent and each Lender and Second Lien Lender, as to the matters set forth in Exhibit F hereto and such other matters concerning the Loan Parties Parties, the Second Lien Loan Documents, the Collateral and the Loan Documents consents and approvals from Governmental Authorities referred to in clause (vi) below as the Second Lien Administrative Agent and the Syndication Agent may reasonably request request; (vi) a certificate of a Responsible Officer or the Secretary of the Loan Party Representative either attaching copies of, or describing, all Governmental Authorizations (including FCC Licenses and PUC Authorizations), and all material consents and approvals of shareholders and other Persons, required in connection with the execution, delivery and performance by each Loan Party, and the validity against such Loan Party of the Second Lien Loan Documents and the other Transaction Documents to which it is a party (including, without limitation, the expiration, without imposition of material conditions, of all applicable waiting periods in connection with respect to enforceabilitythe transactions contemplated by the Second Lien Loan Documents and the other Transaction Documents), due authorizationand such consents, perfection licenses and approvals shall be in full force and effect; (vii) copies of the Liens financial statements referred to in favor the Collateral Agent and “no conflicts” with the First Lien Loan DocumentsSections 5.05(a) through (c); (viviii) a certificate signed by a Responsible Officer or the Secretary of Holdings certifying (A) that the conditions specified in Sections 4.01(n) and (o) have been satisfied, and (B) that there has been no event or circumstance since the date of the Borrower certifying most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (aix) evidence that all insurance required to be maintained pursuant to the Second Lien Loan Documents has been obtained and is in full force; (x) a Perfection Certificate duly completed by the Loan Party Representative for the Loan Parties; (xi) satisfactory evidence that the Senior Administrative Agent has received original certificates evidencing all of the issued and outstanding shares of capital stock or other certificated Equity Interests (including, if available on the Closing Date, the SCCs) required to be pledged pursuant to the terms of the Second Lien Pledge and Security Agreement, which certificates shall be accompanied by undated stock powers duly executed in blank by each relevant pledgor; (xii) satisfactory evidence that the Senior Administrative Agent has received the original Intercompany Notes required to be pledged pursuant to the terms of the Second Lien Pledge and Security Agreement, duly endorsed in blank by each relevant pledgor; (xiii) search reports by a party acceptable to the Second Lien Administrative Agent, dated a date reasonably near (but prior to) the Closing Date, listing all effective UCC financing statements, tax liens and judgment liens which name any Loan Party, as the debtor, and which are filed in the jurisdictions in which the Loan Parties are organized, and in such other jurisdictions as the Second Lien Administrative Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the terms hereof in favor of the Second Lien Administrative Agent and financing statements in favor of the Senior Administrative Agent pursuant to the terms of the Senior Credit Agreement, if such search report is current enough to list such financing statements) shall cover any of the Collateral, other than Liens existing on the date hereof and listed on Schedule 7.01 and other Permitted Liens); (xiv) with respect to the Intellectual Property Collateral, search results from the United States Patent and Trademark Office and United States Copyright Office to the extent any patents, trademarks or copyrights form a part of the Collateral; (A) acknowledgment copies of UCC financing statements (or delivery in proper form for filing) naming each Loan Party as the debtor and the Second Lien Administrative Agent as the secured party, which such UCC financing statements have been filed, or have been delivered to the Second Lien Administrative Agent for filing, under the UCC of all jurisdictions as may be necessary or, in the opinion of the Second Lien Administrative Agent, desirable to perfect the first priority security interest of the Second Lien Administrative Agent pursuant to the Second Lien Pledge and Security Agreement; (B) evidence satisfactory to the Second Lien Administrative Agent of the filing (or delivery to the Second Lien Administrative Agent for filing) of the Second Lien Intellectual Property Security Agreements with the United States Patent and Trademark Office and United States Copyright Office; and (C) such control agreements and deposit agreements as reasonably requested by the Second Lien Administrative Agent with respect to the Collateral under the Second Lien Pledge and Security Agreement in which a security interest may be perfected by "control" (as defined in the relevant UCC), in each case, duly executed and delivered or authenticated by the parties thereto; (xvi) evidence that all other action that the Second Lien Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Second Lien Collateral Documents has been taken; (xvii) the Intercreditor Agreement duly executed by the Loan Party Representative, the Senior Administrative Agent and the Second Lien Administrative Agent; (xviii) certified copies of all Transaction Documents (other than the Second Lien Loan Documents), which shall be in form and substance reasonably satisfactory to the Second Lien Arrangers and the Second Lien Administrative Agent; (xix) a duly completed Compliance Certificate giving effect to the Transaction on a Pro Forma Basis as of the last day of the fiscal quarter of Holdings most recently ended prior to the Closing Date, signed by a Responsible Officer of Holdings, which shall reflect that (A) the ratio of (1) the outstanding amount of Consolidated Funded Indebtedness as of such date (other than any outstanding Senior Subordinated Loans) to (2) Consolidated EBITDA for the period of the four consecutive fiscal quarters ended as of such date is not greater than 5.3:1.0 and (B) the Consolidated Total Leverage Ratio as of such date is not greater than 5.8:1.0; (xx) a duly completed Second Lien Loan Notice executed by a Responsible Officer of the Loan Party Representative which shall specify, among other things, each Applicable Borrower making a Borrowing on the Closing Date; and (xxi) such other assurances, certificates, documents, consents and waivers, estoppel certificates, or opinions as the Second Lien Administrative Agent or the Required Lenders reasonably may require. (b) The Second Lien Arrangers and the Second Lien Administrative Agent shall be satisfied that the Transaction has been consummated in accordance with the Transaction Documents or that satisfactory arrangements for such transactions, and for the application of the proceeds thereof, have been made. (c) The Second Lien Arrangers and the Second Lien Administrative Agent shall be satisfied that, concurrently with the Closing Date, all existing Indebtedness of the Consolidated Parties (including the Existing Subordinated Notes) has been repaid, redeemed or defeased in full or otherwise satisfied and extinguished, except the Indebtedness permitted pursuant to Section 7.03, and all Liens securing such obligations have been or concurrently with the Closing Date are being released, other than the Liens being amended and restated pursuant to the Senior Loan Documents, the Liens listed on Schedule 7.01 and other Permitted Liens. (d) After giving effect to the transactions contemplated by the Transaction Documents, the Second Lien Arrangers and the Second Lien Administrative Agent shall be reasonably satisfied with, the corporate, capital and ownership structure (including, without limitation, the organizational documents and each agreement and instrument relating thereto, and the amount, terms and holders of intercompany Indebtedness) of the Consolidated Parties. (e) The Second Lien Arrangers and the Second Lien Administrative Agent shall be satisfied that (A) the Consolidated Parties will be able to meet their obligations under all employee and retiree welfare plans, (B) the employee benefit plans of Holdings and its ERISA Affiliates are, in all material respects, funded in accordance with minimum statutory requirements, (C) no Reportable Event, but excluding events for which reporting has been waived, has occurred as to any such employee benefit plan and (D) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in any material liability. (f) There shall exist (i) no order, decree, judgment, ruling, injunction, writ, temporary restraining order or other order of any nature issued by any court or Governmental Authority or (ii) no action, suit, investigation, litigation, claim, dispute or proceeding, pending, or to the knowledge of the Loan Party Representative, threatened or contemplated, at law or in equity, in arbitration or before any Governmental Authority by or against any Consolidated Party or against any of their respective properties or revenues, in each case, that (A) purports to affect, pertain to or enjoin or restrain the execution, delivery and performance of the Second Lien Loan Documents and any other Transaction Document or any transactions contemplated hereby or thereby, (B) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (C) purports to affect the legality, validity or enforceability of any Second Lien Loan Document or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby. (g) No Law shall be applicable, in the judgment of the Second Lien Arrangers and the Second Lien Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Second Lien Loan Documents and the other Transaction Documents or the rights of the Loan Parties thereunder, to freely transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them, except for the consents and approvals of the FCC and any applicable PUC that would be necessary in connection with a change of control of certain Loan Parties or the transfer or assignment of certain Governmental Authorizations. (h) On the Closing Date after giving effect to the transactions contemplated by the Transaction Documents, the Borrowers shall have received gross proceeds from the Senior Loans and the Senior Subordinated Loans, which when aggregated with the proceeds of the Second Lien Loans, shall be sufficient to, and shall be used to, consummate the transactions contemplated in the Transaction Documents to be consummated on the Closing Date, including the payment of bonuses to management of the Consolidated Parties and to pay fees and expenses in connection with the Transaction in amounts approved by the Second Lien Arrangers. (i) The Second Lien Administrative Agent shall have received certification as to the financial condition and solvency of each Loan Party after giving effect to the transactions contemplated by the Transaction Documents by the chief financial officer of Holdings. (j) The Second Lien Loans shall have received a debt rating from ▇▇▇▇▇'▇ and S&P. (k) The Commitment Letter and Fee Letter shall be in full force and effect and Holdings shall have complied with all of its obligations thereunder. (l) Any fees and expenses required to be paid on or before the Closing Date shall have been paid, including those fees and expenses set forth in the Commitment Letter and Fee Letter, or shall be paid from the proceeds of the initial Second Lien Loans on the Closing Date. (m) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Second Lien Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional reasonable amounts of fees, charges and disbursements of counsel to the Second Lien Administrative Agent as shall constitute its reasonable estimate of fees, charges and disbursements of counsel to the Second Lien Administrative Agent incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts among the Borrowers and the Second Lien Administrative Agent) or such amounts shall be paid from the proceeds of the initial Second Lien Loans on the Closing Date. (n) The representations and warranties of the Loan Parties contained in Article V or any other Second Lien Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are shall be true and correct in all material respects, in each case, respects on and as of the Closing Datedate of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or shall be true and correct in all material respects, as the case may be, respects as of such earlier date and date. (2o) no No Default exists shall exist, or would result from the borrowing of the Loans such proposed Borrowing or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.0410.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Second Lien Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Second Lien Lender unless the Second Lien Administrative Agent shall have received notice from such Second Lien Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation effectiveness of each Lender to make its Loan hereunder on the Closing Date amendment and restatement of the Replaced Credit Facility by this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note[reserved;]; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower (on behalf of each of the Loan Parties), addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no applicable consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of the BorrowerParent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations were true and correct as of such earlier date, and (y) for purposes of the representations and warranties set forth in Section 5.13, to the extent of changes resulting from transactions and other events contemplated or not prohibited by this Agreement or the other Loan Documents and changes occurring in the ordinary course of Borrower’s business, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant); (D) that, to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (E) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Perfection Certificate;Loan Documents has been obtained and is in effect; and (ix) such other assurances, certificates, documents or consents as the Security Documents, each duly executed by Administrative Agent or the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The There shall not have occurred a material adverse change since December 31, 2014, in the business, assets, operations, or condition (financial or otherwise) of the Borrower and the other Consolidated Parties taken as a whole, as reasonably determined by the Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Agent. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable (directly to them such counsel if requested by the Borrower on or Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation effectiveness of each Lender to make its Loan hereunder on the Closing Date amendment and restatement of the Replaced Credit Facility by this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note[reserved;] (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower (on behalf of each of the Loan Parties), addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no applicable consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of the BorrowerParent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations were true and correct as of such earlier date, and (y) for purposes of the representations and warranties set forth in Section 5.13, to the extent of changes resulting from transactions and other events contemplated or not prohibited by this Agreement or the other Loan Documents and changes occurring in the ordinary course of Borrower’s business, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant); (D) that, to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (E) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Perfection Certificate;Loan Documents has been obtained and is in effect; and (ix) such other assurances, certificates, documents or consents as the Security Documents, each duly executed by Administrative Agent or the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The There shall not have occurred a material adverse change since December 31, 2014, in the business, assets, operations, or condition (financial or otherwise) of the Borrower and the other Consolidated Parties taken as a whole, as reasonably determined by the Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Agent. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable (directly to them such counsel if requested by the Borrower on or Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each of the Lead Arranger and the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty (in each case, from each of the Loan Parties party thereto), sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) executed counterparts of the Intellectual Property Security Agreement, the Second-Lien Pledge and Security Agreement, the Intercreditor Agreement and the Trademark License Agreement; (iii) if requested by any Lender at least two Business Days before the Closing Date, a Tranche A Note or Tranche B Note executed by the Borrower in favor of each Lender requesting a such Note; (iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Secretary of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each the Responsible Officer Officers thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification (except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); (vvi) a favorable opinion opinions of Shearman & Sterling LLP, special counsel to the Loan Parties, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPEsq., counsel Senior Vice President and General Counsel of the Borrower, each in form and substance reasonably satisfactory to the Loan Parties, Lenders and addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Lender; (vivii) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate from the chief financial officer signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.01(f) and (g) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect other than as disclosed in the Borrower's public filings with the SEC on or prior to September 19, satisfactory in form 2003; (C) a calculation of Consolidated EBITDA and substance Consolidated Funded Indebtedness as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Administrative Agent, attesting to Closing Date and (D) a list of the Solvency 15 countries (other than the United States) in which the highest percentages of the aggregate gross revenues of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificatefor Fiscal Year 2002 were generated; (ix) evidence that all insurance required to be maintained pursuant to the Security Documents, each duly executed by the applicable Loan PartiesDocuments as specified in Sections 5.10 and 6.07 has been obtained and is in effect; (x) evidence that (A) the Existing Credit Agreement and the Existing Receivables Agreements have been or concurrently with the Closing Date are being terminated or defeased in form and substance reasonably acceptable to the Lead Arranger, (B) all other Loan DocumentsLiens securing obligations under the Existing Credit Agreement and the Existing Receivables Agreements have been or concurrently with the Closing Date are being released and (C) all obligations under the Existing Credit Agreement and the Existing Receivables Agreements have been paid (or, each duly executed in the case of the Existing Receivables Agreements, funds for the payment thereof have been irrevocably set aside on terms and conditions reasonably satisfactory to the Lead Arranger); (xi) a copy of the Investment Policies certified by a Responsible Officer to be true, correct and complete as of the applicable Loan PartiesClosing Date; and (xixii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the Lead Arranger or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender shall have received all documentation evidence satisfactory to it that the Collateral and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Guaranty Requirement shall have been satisfied. (c) The No actions, suits, proceedings, claims or disputes shall be pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paid. All accrued and invoiced reasonable fees and expenses of the Administrative Agent and each Lender the Lead Arranger (including the fees and expenses of counsel for the Administrative Agent and the Lead Arranger) shall have received all fees and been paid. (e) There shall have occurred no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect other amounts due and payable to them by than as disclosed in the Borrower Borrower's public filings with the SEC on or prior to September 19, 2003. (f) The representations and warranties of the Closing DateBorrower and each other Loan Party contained in Article V or any other Loan Document, includingor which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the proposed Borrowing, except to the extent invoiced, reimbursement or payment of all reasonable that such representations and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel warranties specifically refer to the Agents and the Lenders, as applicable); provided thatan earlier date, in the which case of costs and expenses, an invoice for all such fees and expenses they shall be received by the Borrower at least one true and correct as of such earlier date. (1g) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04No Default shall exist, 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 would result from such proposed Borrowing. (h) The Administrative Agent shall have received notice from such Lender prior to a Loan Notice in accordance with the proposed Closing Date specifying its objection theretorequirements hereof.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan a Borrowing hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownershipSingapore, lease or operation of properties or and the conduct of its Guarantor is validly existing, in good standing and qualified to engage in business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectin Delaware and California; (v) such documents and certifications as the Administrative Agent may reasonably require to comply with Section 10.17 hereof, including without limitation, photocopies of the passports of all individuals executing any Loan Documents on behalf of the Borrower; (vi) a favorable opinion of Sheppard, Mullin, R▇▇▇▇▇▇, ▇▇▇▇ & ▇▇H▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vivii) a favorable opinion of DLA P▇▇▇▇ ▇▇▇▇▇▇▇, local counsel to the Loan Parties in Singapore, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect; , or (viiB) a certificate from the chief financial officer of the Borrowerstating that no such consents, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificatelicenses or approvals are so required; (ix) The representations and warranties of the Security DocumentsBorrower contained in Article V or any other Loan Document, each duly executed by the applicable Loan Partiesor which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct; (x) all other Loan DocumentsNo Default shall exist, each duly executed by or would result from such proposed Borrowing or from the applicable Loan Partiesapplication of the proceeds thereof; (xi) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof; and (xixii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require. (i) All fees required by law or reasonably requested by the Collateral Agent to be filed, registered paid to the Administrative Agent and the Arranger on or recorded to create or perfect before the first priority Liens intended to be created under the Loan Documents and all such documents and instruments Closing Date shall have been so filed, registered or recorded, in each case, paid and (ii) all fees required to be paid to the reasonable satisfaction of Lenders on or before the Collateral Agent. (b) The Administrative Agent and each Lender Closing Date 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable (directly to them such counsel if requested by the Borrower on or Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one . (1d) Business Day prior to the The Closing Date for payment to be required as a condition to the Closing Dateshall have occurred on or before June 28, 2006. Without limiting the generality of the provisions of Section 9.04, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower (on behalf of each of the Loan Parties), addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no applicable consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of the BorrowerParent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant all as of December 31, 2011); (D) that, to such Responsible Officer's knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (E) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Perfection CertificateLoan Documents has been obtained and is in effect; (ix) a Transfer Authorizer Designation Form effective as of the Security Documents, each duly executed by the applicable Loan Parties;Closing Date; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents or consents as the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The There shall not have occurred a material adverse change since December 31, 2010, in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and the other Loan Parties taken as a whole, as reasonably and in good faith determined by the Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Agent. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably and in good faith determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents as determined by the Administrative Agent in good faith. (f) The Borrower and each Lender other Loan Party shall have received provided all fees and other amounts due and payable to them information reasonably requested by the Administrative Agent in order to comply with the Act (as defined in Section 10.18) as determined by the Administrative Agent in good faith. (g) Unless waived by the Administrative Agent, the Borrower on or shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Principal Borrower; (ii) a Note executed by the Borrower Borrowers in favor of each Lender (other than any Lender requesting not to receive a Note); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectEffect (provided, that to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties (excluding the Borrowers) shall be permitted to provide certificates of no change with respect to such items and shall not be required to provide new good standing or similar certifications from Governmental Authorities; (v) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of each of the BorrowerBorrowers certifying (A) that each Consolidated Party is in compliance with all existing financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.08; (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (E) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (F) the current Debt Ratings; and (G) a calculation of the TL/TA Ratio as of the last day of the fiscal quarter of the Principal Borrower most recently ended prior to the Closing Date; (viii) evidence that the Perfection CertificateExisting Term Loan Agreement has been or concurrently with the Closing Date is being terminated; (ix) the Security Documents, each duly executed by the applicable Loan PartiesFee Letter; (x) all other Loan Documents, each duly executed by a Transfer Authorizer Designation Form effective as of the applicable Loan PartiesClosing Date; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent There shall not have occurred a material adverse change since December 31, 2009 in the business, assets, operations or condition (financial or otherwise) of the Borrowers and each Lender shall have received all documentation the other Loan Parties taken as a whole, or in the facts and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)regarding such entities as represented to date. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrowers and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation effectiveness of each Lender this Agreement and the obligations of the Lenders to make its Loan provide the Commitments and Term Loans hereunder on the Closing Date is are subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerAgreement; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting a NoteNotes; (iii) such certificates certified copies of (A) the resolutions of the Board of Directors or other action, incumbency certificates and/or other certificates of Responsible Officers equivalent governing body of each Loan Party as approving the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement Transaction and the other Loan Documents to which such Loan Party it is a party or is to be a party and (B) of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the identity, authority Transaction and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents Document to which such Loan Party it is a party or is to be a party; (iv) copies a copy of the certificate of the Secretary of State of the jurisdiction of incorporation or formation, as the case may be, of each Loan Party’s Organization Documents , dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the charter, article of formation, or such other constitutive document on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s constitutive documents on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and certifications as the Administrative Agent may reasonably require to evidence that each (3) such Loan Party is duly organized incorporated or formed, formed and that each Loan Party is validly existing, in good standing and qualified to engage in business in each or presently subsisting under the laws of the State of the jurisdiction where its ownership, lease of incorporation or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter or applicable constitutive documents of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 4.01(a)(iv) (B) a true and correct copy of the bylaws, limited liability company agreement, or partnership agreement of such Loan Party as in effect on the date on which the resolutions referred to in Section 4.01(a)(iii) were adopted and on the Closing Date and (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, limited liability company or partnership organized or formed under the laws of the jurisdiction of its incorporation or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (vii) a certificate of a duly authorized officer of each Loan Party stating that all consents, licenses and approvals required in connection with the consummation of such Loan Party of the Transaction has been received and are in full force and effect; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower and the other Loan Parties contained in Article V are true and correct in all material respects immediately prior to, and shall be true and correct in all material respects after giving effect to, the Borrowing, (B) that the representations and warranties contained in the other Loan Documents are true and correct in all material respects as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), (C) the absence of any event occurring and continuing, or resulting from the Borrowing, that constitutes a Default or Event of Default, (D) absence of any litigation (other than Disclosed Litigation) that could reasonably likely be expected to result in a Material Adverse Effect, (E) compliance with all Applicable Laws and regulations (including ERISA and Environmental Laws), and (F) the absence of any Material Adverse Effect since March 15, 2010; (ix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis before and after giving effect to the Transaction, from the Borrower’s chief financial officer; (x) the executed opinion of (A) Akin Gump ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and (B) local Kansas counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (xi) a certificate as to such matters concerning the identity, location and other characteristics of the Collateral in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each Loan Party (the “Perfection Certificate”); (xii) evidence that all insurance required to be maintained pursuant to Section 6.08 has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiii) the Subsidiary Guaranty, substantially in the form of Exhibit F hereto and otherwise in form and substance reasonably satisfactory to the Administrative Agent executed by each Subsidiary Guarantor; (xiv) the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each party thereto; (xv) the Security Agreement, duly executed by each Loan Documents Party, together with: (i) certificates representing the Initial Pledged Equity referred to therein (to the extent not constituting ABL Primary Collateral) accompanied by undated stock powers executed in blank and instruments evidencing the Initial Pledged Debt referred to therein, accompanied by note transfer powers indorsed in blank; (ii) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents, covering the Collateral described therein; (iii) completed requests for information and lien search results, dated on or before the Closing Date all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements; (iv) the (1) Trademark Security Agreement, (2) Patent Security Agreement and (3) Copyright Security Agreement, in each case duly executed by each Loan Party; (v) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the security interest created thereunder; (vi) the Deposit Account Control Agreements and other control agreements referred to in the Security Agreement, duly executed by the applicable Loan Parties and each Pledged Account Bank or other depositary banks or securities intermediaries referred to in the Security Agreement; (vii) evidence that all other action that the Administrative Agent may reasonably request deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, with respect to enforceabilityreceipt of duly executed payoff letters, due authorization, perfection of the Liens in favor the Collateral Agent UCC-3 termination statements and “no conflicts” with the First Lien Loan Documentslandlords’ and bailees’ waiver and consent agreements); (vib) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of (i) the Loan Parties Borrower contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are shall be true and correct in all material respects, in each case, respects on and as of the Closing Datedate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or shall be true and correct in all material respects, as the case may be, respects as of such earlier date date. (c) No Default or Event of Default shall have occurred and (2) no Default exists be continuing, or would result from the borrowing execution of this Agreement or the Loans proposed Borrowing or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender 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 USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of the LC Issuer and each Lender to make its Loan initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or Alon USA (as applicable), and each other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement, each of the Collateral Documents (including, without limitation, the Guaranty, the Security Agreement and the Mortgages) and the other applicable Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerLoan Parties; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting that requests a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and Alon USA as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party Person is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Loan Party Parties and Alon USA is duly organized or formed, that the Borrowers and that each other Loan Party or Alon USA executing any of the Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 66 42575.100083 EMF_US 48981686v14 Loan Documents is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except qualification and that each Loan Party is solvent after giving effect to the extent that failure Obligations, the Liens of the Administrative Agent, on behalf of the Secured Parties, the Closing Date Special Dividend and all other transactions contemplated hereunder to do so could not reasonably be expected to have a Material Adverse Effectoccur on or about the Closing Date; (v) a favorable opinion or opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan PartiesParties and Alon USA, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit L and such other matters concerning the Loan Parties and Alon USA and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations each Loan Party and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Alon USA either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party Person and the validity against such Loan Party Person of the Loan Documents to which it is a party, or (2) that all such which consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from signed by a Responsible Officer of each Borrower certifying that the chief financial officer conditions specified in Sections 4.01 and 4.02 have been satisfied; (viii) evidence that all Insurance Requirements have been met and that all insurance required to be maintained pursuant thereto has been obtained and is in effect; (ix) evidence that all Real Estate Collateral Requirements have been met as of the BorrowerClosing Date, satisfactory including but not limited to receipt of updated appraisals and environmental reports in form and substance satisfactory to the Administrative Agent; (x) receipt of (A) pro forma combined and combining balance sheets of the Borrowers and their Subsidiaries as of the Closing Date and pro forma combined and combining financial statements (including balance sheets and related statements of income or operations, shareholders' equity and cash flow) of the Borrowers and their Subsidiaries for the calendar year 2013, in each case giving pro forma effect to this Agreement, the Closing Date Special Dividend and all other transactions to occur on or about the Closing Date (including, without limitation, all fees and expenses payable on or about the Closing Date) in form and substance reasonably satisfactory to the Administrative Agent, attesting and (B) the Borrowers' and their Subsidiaries financial projections and related supporting information and documentation, in form and substance reasonably satisfactory to the Solvency Administrative Agent, evidencing that such projections are reasonable, have a sufficiently high probability of being achieved and will result in compliance with the financial covenants set forth in Article XIV hereof; (xi) receipt and review of each Principal Agreement, together with a certification from a Responsible Officer of the Borrower Loan Parties that (a) such Principal Agreement is in full force and its Subsidiaries effect on the Closing Date and (b) no Loan Party is in default thereunder or not in compliance with any material term or provision thereof; (xii) a consolidated basis copy of all Subordinated Debt Documents relating to any Subordinated Debt in existence as of the Closing Date after giving effect to Date; and Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 67 42575.100083 EMF_US 48981686v14 (xiii) such other assurances, certificates, documents, consents or opinions as the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Administrative Agent reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent All accrued and each Lender unpaid interest on the Existing Revolving Credit Loans and the Existing Term Loans shall have received been paid in full, all documentation accrued and other information unpaid fees under the Existing Credit Agreement (including under the "Fee Letter" specified therein) shall have been paid in full, any unreimbursed costs or expenses payable under the existing Credit Agreement shall have been paid in full, and any fees or expenses required by regulatory authorities to be paid under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation or in connection with this Agreement on or before the USA PATRIOT Act Closing Date shall have been paid in full (Title III all or any portion of Pub. L. 107-56 (signed into law October 26, 2001)) (which amounts may be paid with a portion of the “Patriot Act”proceeds of Loans to be advanced hereunder on the Closing Date). (c) The Unless waived by the Administrative Agent, the Borrowers shall have paid all Attorney Costs of the Administrative Agent and each Lender shall have received all fees and other amounts due and payable required to them by be paid hereunder to the Borrower on or extent invoiced prior to or on the Closing Date, including, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs required to be paid hereunder incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Ashton LLP, counsel to the Agents Borrowers and the Lenders, as applicable); provided that, in Administrative Agent) (all or any portion of which Attorney Costs may be paid with a portion of the case proceeds of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment Loans to be required as a condition to advanced hereunder on the Closing Date. Without limiting the generality of the provisions of Section 9.04, 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 ). (d) The Administrative Agent shall have received notice from such Lender prior information provided by the Loan Parties and Alon USA required by the Patriot Act, including the identity of each Loan Party and Alon USA, the name and address of each Loan Party and Alon USA and other information that will allow the Administrative Agent or any Lender, as applicable, to identify the Loan Parties and Alon USA in accordance with the Patriot Act. (e) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed Closing Date specifying its objection theretobefore any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent's Sole Discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (f) There shall not have occurred any Material Adverse Effect.