Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. The obligation of each Lenders to make Loans hereunder is subject to the occurrence of the Effective Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of the following conditions precedent (or waiver in accordance with Section 9.02): (a) The Arrangers shall have received a copy of the definitive Ixia Acquisition Agreement, together with all closing deliverables thereunder, certified by the Borrower as complete and correct. The Ixia Acquisition shall have been (or, substantially contemporaneously with the making of Loans hereunder, shall be) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date (and the related audit reports), (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c). (d) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VII.

Conditions Precedent to Closing Date. The obligation closing of each Lenders to make Loans hereunder is subject to this Agreement shall occur on the occurrence of date (the Effective “Closing Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of ”) on which the following conditions precedent (or waiver in accordance with Section 9.02):shall have been satisfied: (a) The Arrangers Administrative Agent (or its counsel) shall have received a from each applicable party the following, each dated such day (unless otherwise specified): (i) A counterpart of this Agreement and each Note (if requested by any Lender) signed on behalf of each party thereto. (ii) A copy of the definitive Ixia Acquisition Agreement, together with all closing deliverables thereunder, certified by the Borrower as complete and correct. The Ixia Acquisition shall have been articles or certificate of incorporation (or, substantially contemporaneously with the making of Loans hereunder, shall beor equivalent Constituent Document) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each certified as of its three most a recent fiscal years ended at least 60 days prior to date by the Closing Date (and Secretary of State of the related audit reports), (ii) audited consolidated financial statements state of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements organization of the Borrower, prepared together with a certificate of such official attesting to the good standing of the Borrower. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after effect on the date of its most recent audited financial statements delivered pursuant to clause such certification, (iC) above that there have been no changes in the certificate of incorporation (and corresponding periods or equivalent Constituent Document) of any prior yearthe Borrower from the certificate of incorporation (or equivalent Constituent Document) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above and (D) the resolutions of the Board of Directors approving and corresponding periods authorizing the execution, delivery and performance of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through this Agreement. (iv) meeting An opinion of ▇▇▇▇▇▇ LLP, as special counsel to the requirements Borrower, reasonably acceptable to the Administrative Agent. (b) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Regulation S-X under ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Securities Act. The Borrower’s and Ixia’s public filing Administrative Agent, in connection with the SEC under negotiation, preparation, execution and delivery of the Exchange Act Loan Documents, the extensions of any required financial credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements will satisfy for such fees and expenses have been delivered to the requirements of this paragraph Borrower). (c)) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, or related internal compliance policies, as reasonably requested by the Lenders. (d) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date No Default shall have occurred and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans be continuing on the Closing Date, (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations representations and warranties contained in Article 4 shall be true and correct accurate in all material respects on and as of the Closing Date (without duplication except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be accurate in all material respects as of any such earlier date, or (2) is qualified by materiality qualifier set forth thereinor subject to a Material Adverse Effect qualification, in which case it shall be accurate in all respects) as if made on and as of such date, (iii) there no injunction affecting the execution, delivery or performance of the Loan Documents shall not exist have been issued and remain in effect on the Closing Date and (iv) the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the Closing Date, stating that each of the conditions precedent set forth in clauses (i)-(iii) of this Section 3.01(d) have been satisfied. (e) evidence reasonably satisfactory to the Administrative Agent that all principal of and interest on any Event loans outstanding under, and all accrued fees under, the Existing Credit Facility, and all fees then due in accordance with the fee letters dated August 1, 2025, shall have been paid in full. The Administrative Agent shall promptly notify the Borrower and the Lenders of Default the Closing Date, and such notice shall be conclusive and binding on all parties hereto. The Lenders that are parties to the Existing Credit Facility, constituting the “Required Lenders” under clause (a)the Existing Credit Facility, (b), (h) or and the Borrower agree that (i) the commitments under the Existing Credit Facility shall terminate automatically on the Closing Date without need for further action by any party to the Existing Credit Facility and (ii) all requirements of Article VIInotice for any prepayment under the Existing Credit Facility necessary to satisfy the conditions stated in Section 3.01(e) or the termination of commitments pursuant to clause (i) above are hereby waived.

Conditions Precedent to Closing Date. The obligation Notwithstanding any other provision of each Lenders to make Loans hereunder is subject to this Agreement and without affecting in any manner the occurrence rights of the Effective DateLender hereunder, the receipt of a Borrowing Request in accordance herewith Closing Date shall not occur until and to the satisfaction unless each and every one of the following conditions precedent (has been satisfied or waiver waived, in accordance with Section 9.02):Lender’s sole discretion: (a) The Arrangers Borrower shall have received a copy of the definitive Ixia Acquisition Agreement, together with delivered to Lender all closing deliverables thereunder, certified documents required by the Borrower as complete and correct. The Ixia Acquisition shall have been (or, substantially contemporaneously with the making of Loans hereunder, shall be) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not Lender to be materially adverse to delivered on or before the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition).Closing Date; (b) Since the date Lender shall have received from Borrower current interim and, or fiscal year end financial statements, all updated pro-forma financial information, copies of the Ixia Acquisition Agreementall public filings and disclosures, there has evidence of receipt of all necessary governmental approvals, required certifications, including, but not been an Ixia Material Adverse Effect.limited to, compliance with all laws, payment of all taxes and satisfaction of all insurance requirements, and such legal opinions as may reasonably be required by Lender; (c) The Arrangers No Material Adverse Effect shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date (and the related audit reports), (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (occurred or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c).shall exist; (d) The Administrative Agent, the Arrangers and the Lenders No Default or Event of Default shall have received all fees occurred and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.continuing; and (e) Substantially concurrently with the consummation Lender has received an executed copy of the Ixia AcquisitionAddendum to Macadamia Nut Purchase Agreement dated July 8, 2008 between Mauna Loa Macadamia Nut Corporation and Borrower (the “Addendum to Nut Purchase Agreement”) with terms and conditions to be approved by Lender. The Addendum to Nut Purchase Agreement shall terminate no sooner than June 30, 2009, unless terminated earlier as provided in the Macadamia Nut Purchase Agreement. In addition, the Ixia Refinancing Addendum to Nut Purchase Agreement shall include a requirement for Mauna Loa to purchase a minimum of 9 million wet in shell pounds of macadamia nuts from Borrower up to a maximum of 12 million wet in shell pounds. The minimum price shall be consummated$0.60 per pound, adjusted to 20% moisture and the Arrangers shall receive customary payoff documentation in respect thereof30% saleable kernel recovery to dry shell. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VII.

Conditions Precedent to Closing Date. The obligation of each Lenders Bank to make Loans hereunder is subject to a Loan on the occurrence occasion of the Effective Date, the receipt of a First Borrowing Request in accordance herewith and shall be subject to the satisfaction of the following conditions precedent (on or waiver in accordance with Section 9.02):prior to the Commitment Termination Date: (a) The Arrangers Effective Date shall have received a copy of the definitive Ixia Acquisition Agreement, together with all closing deliverables thereunder, certified by the Borrower as complete and correct. occurred. (b) The Ixia Acquisition shall have been (orconsummated, or substantially contemporaneously concurrently with the making borrowing of the Loans hereunderunder this Agreement shall be consummated, in all material respects in accordance with the terms set forth in the Share Purchase Agreement (and all conditions precedent to the obligations of the Borrower to consummate the Acquisition shall be) consummated pursuant to and have been satisfied on the terms set forth in the Ixia Acquisition Share Purchase Agreement), without in each case giving effect to any amendments, waivers or consents by the Borrower (other modifications theretothan any waiver, amendment or any consents thereunder, that in each case are materially adverse consent with respect to the interests definition of Share Purchase Material Adverse Effect that has not been approved by the Lenders or the ArrangersLead Arranger, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed such approval not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisitionunreasonably withheld or delayed). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers Lead Arranger shall have received (ia) U.S. generally accepted accounting principles or IFRS, as applicable, audited consolidated financial balance sheets and related statements of the Borrowerincome, prepared in accordance with GAAP, for stockholders’ equity and cash flows of each of its three most recent the Borrower and the Acquired Company for the fiscal years ended 2010 and 2011 at least 60 100 days prior to the Closing Date and (b) U.S. generally accepted accounting principles or IFRS, as applicable, unaudited and internally prepared balance sheets and related statements of income and cash flows of each of the Borrower and the related audit reports)Acquired Company, (ii) audited by business or reporting unit and on a consolidated financial statements of Ixia, prepared in accordance with GAAPbasis, for the three most recent each subsequent fiscal years quarter that ended at least 60 55 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to before the Closing Date, and (iv) unaudited consolidated financial statements ; provided that filing of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements on Form 10-K and Form 10-Q by the Borrower will satisfy the foregoing requirements of this paragraph (c)with respect to the Borrower. (d) The Administrative AgentLead Arranger shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to Section 4.02(c) above, prepared after giving effect to the Arrangers Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). Such pro forma financial statements shall be prepared in compliance, and consistent, with the Lenders Borrower’s own internal standards and purposes without regard to external regulations or requirements. (e) The Lead Arranger shall have received all fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable on or prior to anti-money laundering rules and regulations, including the Closing DatePATRIOT Act, including, to as reasonably requested by the extent invoiced Lead Arranger in writing at least two 10 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans on Loans, the Closing Date, (i) the Acquired Business Share Purchase Agreement Representations shall be true and correct. (g) Since September 30, 2012, there shall not have been any event, circumstance, change, occurrence, state of facts or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that has had or would reasonably be expected to have, individually or in the aggregate, a Share Purchase Agreement Material Adverse Effect. (h) On the Closing Date, immediately before and after giving effect to such Borrowing and to the application of proceeds therefrom, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, shall be deemed to constitute a representation and warranty by the Borrower that on the Closing Date, immediately before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (i) The representations and warranties contained in Section 5.01 (other than subsections (e), (iif), (g), (h) and (i) thereof) are correct in all material respects on and as of the Specified Representations date of such Borrowing as though made on and as of such date (except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); (without duplication ii) No event has occurred and is continuing, or would result from such Borrowing (or from the application of any materiality qualifier set forth therein) and (iii) there shall not exist any the proceeds therefrom), which constitutes an Event of Default under Section 7.01(f); and (iii) The principal amount of the Borrowing does not exceed the Aggregate Commitment at such time, and the Administrative Agent shall have received such other documents as any Bank through the Administrative Agent may reasonably request related to clause (a), (b), (hi) or (ii) above. (i) The Administrative Agent shall have received a Notice of Article VIIBorrowing in accordance with Section 2.02. (j) The Administrative Agent shall have received each Note requested by any Bank pursuant to Section 3.13 payable to the order of each such requesting Bank.

Conditions Precedent to Closing Date. The obligation of each Lenders Lender to make Loans hereunder is its Term Loan A Advance and Term Loan B Advance, if any, on the Closing Date shall be subject to the occurrence of the Effective Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of the following conditions precedent (or waiver in accordance with Section 9.02):that: (a) The Arrangers Administrative Agent shall have received a copy certified copies of the definitive Ixia respective certificates of incorporation and bylaws of the Borrower and its corporate Subsidiaries and the respective certificates of limited partnership and agreements of limited partnership for the partnership Subsidiaries; (b) The Borrower shall have demonstrated to the reasonable satisfaction of the Administrative Agent in its sole good faith discretion that all conditions to the closing of the Acquisition, the making of Bridge Loans under the Bridge Facility and the effectiveness of the Existing Credit Agreement shall occur or have been waived pursuant to Section 8.01 on or before the Closing Date ---- (including payment of all amounts due under the Acquisition Documents), and that all transactions contemplated by the Related Documents to be consummated on the closing date of the Acquisition will take place prior to or simultaneously with the transactions hereunder contemplated to take place on the Closing Date and that the cash portion of the purchase price for the Acquisition does not exceed $650 million (subject to post-closing purchase price adjustments contemplated by the Acquisition Agreement), together provided that the cash portion of the purchase price may be increased (up to an aggregate maximum of $680 million (subject to post-closing purchase price adjustments contemplated by the Acquisition Agreement)) to the extent that after giving effect to the Acquisition and the other transactions occurring on the Closing Date, including such increase in the cash purchase price, the Debt to Operating Cash Flow Ratio is less than or equal to 6.85x, all of which is being funded solely with proceeds of the Advances and the Bridge Loans and the Majority Lenders shall be satisfied in their sole good faith discretion with terms and conditions of each of the Other Transaction Documents; (c) The Borrower shall have paid or caused to be paid, or the Administrative Agent shall have received evidence satisfactory to it in its sole good faith discretion that on the Closing Date the Borrower shall pay, or cause to be paid, (i) all closing deliverables accrued fees and expenses of the Administrative Agent, the Syndication Agents, the Co-Arrangers and the Lenders, including without limitation the arrangement fees payable under Section 2.06(a), participation ------- fees payable under Section 2.06(b) and the administrative fees payable under ------- Section 2.06(c), and (ii) all fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ in ------- connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, in each case for which the Borrower has received a statement on or before the Closing Date; (d) There shall not have been since December 31, 1999 any material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower and its Subsidiaries, considered as a whole (but on a pro forma basis assuming consummation of the Acquisition); (e) Except for the Disclosed Litigation, there shall exist no pending or threatened action, suit, investigation, litigation or proceeding in any court or before any arbitrator or governmental instrumentality which, in the reasonable opinion of the Lenders, could have a material adverse effect on the business, condition (financial or otherwise), operations, properties or prospects of the Borrower and its Subsidiaries, considered as a whole (but on a pro forma basis assuming consummation of the Acquisition), or which, in the reasonable opinion of the Majority Lenders, may adversely affect the legality, validity or enforce ability of this Agreement, any other Loan Document or any Related Document, the ability of any Loan Party to perform its obligations hereunder or thereunder, certified by or the Borrower as complete rights of any Lender hereunder or thereunder or the ability of any Lender to exercise such rights; (f) All material governmental and correct. The Ixia Acquisition third party consents and approvals necessary or, in the reasonable opinion of the Majority Lenders, desirable or appropriate in connection with the Closing Date Transactions shall have been obtained (or, substantially contemporaneously with without the making imposition of Loans hereunder, any conditions other than conditions that have been satisfied or waived on or before the Closing Date) and shall be) consummated pursuant to be in effect and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto final and non-appealable (it being understood that (i) any reduction of less than 10% in all Federal governmental consents and approvals are material), and without limiting the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount generality of the Bridge Facility (and, after foregoing the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers Administrative Agent shall have received (i) audited consolidated financial statements evidence satisfactory to it that the FCC shall have granted its consent to the assignment of the Borrower▇▇▇▇-TV station licenses to License Co. Sub, prepared and such consent is in accordance with GAAPfull force and effect and is a Final Order; (g) BT Co. shall have received, for in its capacity as Administrative Agent or Collateral Agent, as appropriate, the following, each of its three most recent fiscal years ended at least 60 days prior to effective on the Closing Date (and the related audit reportsunless otherwise indicated below), in form and substance reasonably satisfactory to it in such capacity and in sufficient copies for each Lender (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, except for the three most recent fiscal years ended at least 60 days prior Notes and certificates and stock powers relating to the Closing Date Pledged Stock): (or such lesser number 1) A Notice of fiscal years to the extent such lesser number would be indicated Borrowing as required by Ixia’s significance pursuant to the Regulation S-X significance testsSection 2.02(a) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s Term Loan A Borrowing and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c). (d) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required Term Loan B Borrowing to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans borrowed on the Closing Date, dated the date of its delivery; (i2) The Term Loan A Notes and Term Loan B Notes to the Acquired Business Representations shall be true and correctorder of the respective Lenders; (3) Duly executed counterparts of this Agreement, signed by each of the parties hereto (ii) or, in the Specified Representations shall be true and correct in all material respects (without duplication case of any materiality qualifier set forth therein) and (iii) there Lender as to which an executed counterpart shall not exist any Event have been received, receipt by the Administrative Agent in form satisfactory to it of Default under clause (atelegraphic, telex or other written confirmation from such Lender of execution of a counterpart hereof by such Lender), (b), (h) or (i) of Article VII.;

Conditions Precedent to Closing Date. The obligation closing of each Lenders to make Loans hereunder is subject to this Agreement shall occur on the occurrence of date (the Effective “Closing Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of ”) on which the following conditions precedent (or waiver in accordance with Section 9.02):shall have been satisfied: (a) The Arrangers Administrative Agent (or its counsel) shall have received a from each applicable party the following, each dated such day (unless otherwise specified): (i) A counterpart of this Agreement and each Note (if requested by any Lender) signed on behalf of each party thereto; (ii) A copy of the definitive Ixia Acquisition Agreement, together with all closing deliverables thereunder, certified by the Borrower as complete and correct. The Ixia Acquisition shall have been articles or certificate of incorporation (or, substantially contemporaneously with the making of Loans hereunder, shall beor equivalent Constituent Document) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each certified as of its three most a recent fiscal years ended at least 60 days prior to date by the Closing Date (and Secretary of State of the related audit reports), (ii) audited consolidated financial statements state of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements organization of the Borrower, prepared together with a certificate of such official attesting to the good standing of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after effect on the date of its most recent audited financial statements delivered pursuant to clause such certification, (iC) above that there have been no changes in the certificate of incorporation (and corresponding periods or equivalent Constituent Document) of any prior yearthe Borrower from the certificate of incorporation (or equivalent Constituent Document) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above and (D) the resolutions of the Board of Directors approving and corresponding periods authorizing the execution, delivery and performance of this Agreement; and (iv) An opinion of in-house counsel for the Borrower reasonably acceptable to the Administrative Agent. (b) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any prior yearJoint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower). (c) The Lenders shall have received all documentation and more than 40 days prior other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as reasonably requested by the Lenders. (d) (i) No Default shall have occurred and be continuing on the Closing Date (ii) the representations and warranties contained in ‎Article 4 shall be accurate in all material respects on and as of the Closing Date (except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be accurate in all material respects as of such earlier date, or (2) is qualified by materiality or subject to a Material Adverse Effect qualification, in which case it shall be accurate in all respects) as if made on and as of such date (iii) no injunction affecting the execution, delivery or performance of the Loan Documents shall have been issued and remain in effect on the Closing Date and (iv) the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the Closing Date, stating that each of the conditions precedent set forth in clauses (i)-(iii) of this ‎Section 3.01(d) have been satisfied. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c). (d) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing such notice shall be consummated, conclusive and the Arrangers shall receive customary payoff documentation in respect thereofbinding on all parties hereto. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VII.

Conditions Precedent to Closing Date. The Each of the occurrence of the Closing Date and, to the extent Advances are to be made on the Closing Date, the obligation of each Lenders Lender to make Loans hereunder an Advance on the Closing Date, is subject to the occurrence of the Effective Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of the following conditions precedent (or waiver in accordance with Section 9.02):9.01) of the following conditions: (a) The Arrangers Effective Date shall have occurred. (b) The absence of any Specified Event of Default on the Closing Date. (c) On such date (x) all the Acquisition Agreement Representations and the Specified Representations are true or, if such representations or warranties do not include a materiality concept, true in all material respects and (y) the Administrative Agent shall have received a copy certificate of a Responsible Officer of the definitive Ixia Borrower certifying as to the satisfaction of this condition and, as applicable, to clauses (b), (f) and (g) of this Section 3.02. (d) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter (or any similar letter) or hereunder and, with respect to expenses, invoiced to the Borrower at least three Business Days prior to the Closing Date. (e) The Administrative Agent shall have received a customary opinion letter of Wachtell Lipton ▇▇▇▇▇ & ▇▇▇▇ (covering customary legal matters for an unsecured bank loan financing). (i) Except as disclosed in the Company SEC Documents (as defined in the Acquisition Agreement) filed or furnished with the United States Securities and Exchange Commission since December 31, 2013 (including exhibits and other information incorporated by reference therein) and publicly available prior to March 4, 2015 (but excluding any forward-looking disclosures set forth in any “risk factors” section, any disclosures in any “forward-looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the Company Disclosure Letter (as defined in the Acquisition Agreement), from December 31, 2014 through the date of the Acquisition Agreement, together with all closing deliverables thereunderthere has not occurred any event, certified by development, occurrence, or change that has had, or would reasonably be expected to have, individually or in the Borrower aggregate, an Acquired Business Material Adverse Effect and (ii) there not being any change, state of facts, condition, event, circumstance, effect, occurrence or development after the date of the Acquisition Agreement that would reasonably be expected to have, individually or in the aggregate, an Acquired Business Material Adverse Effect and that is continuing as complete and correct. of immediately prior to the expiration of the Offer (as defined in the Acquisition Agreement). (g) The Ixia Acquisition shall have been be consummated on the Closing Date (orand, if an Advance is made on such date, substantially contemporaneously concurrently with such Advance) in accordance with the making of Loans hereunder, shall be) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, Agreement without giving effect to any amendments, modifications, supplements or waivers by the Borrower thereto or other modifications theretoconsents by the Borrower thereunder (including, or any consents thereunderfor the avoidance of doubt, with respect to the conditions to the Offer (as defined in the Acquisition Agreement) set forth in the Acquisition Agreement) that in each case are materially adverse to the interests of the Lenders or the ArrangersLead Arrangers without ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, unless the Arrangers shall have provided their Inc.’s prior written consent thereto (consent, it being understood and agreed that (i) (x) any reduction of less than 10% decrease in the merger cash portion of the consideration for the Ixia Acquisition will that is accompanied by a dollar-for-dollar reduction in commitments in respect of the Facility and (y) any decrease in the equity portion of the consideration for the Acquisition, shall, in each case, be deemed to be not materially adverse to the Lenders, (ii) any increase in the cash portion of the consideration for the Acquisition that, together with any other increases since March 4, 2015, exceeds 5% of the purchase price shall be deemed to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount (iii) any waiver or modification of the Bridge Facility Minimum Condition (andas defined in the Acquisition Agreement as in effect on March 22, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments2015) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition)Lenders. (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (ch) The Lead Arrangers shall have received for each of the Borrower and the Pharmacyclics Group (ia) audited the Previously Received Financial Statements (receipt of which is hereby acknowledged on behalf of the Lead Arrangers by the Administrative Agent), (b) GAAP unaudited consolidated financial balance sheets and related statements of (in the case of the Borrower) earnings and (in the case of the Pharmacyclics Group) operations, prepared in accordance with GAAP, comprehensive income and cash flows for each of its three most recent subsequent fiscal years quarter ended at least 60 45 days prior to before the Closing Date and (and the related audit reports), (iic) audited consolidated customary pro forma financial statements of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting that shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) to the extent applicable in a registration statement of the Borrower’s debt securities under such Securities Act on Form S-1. The Borrower’s and Ixia’s public or Pharmacyclics Group’s, as the case may be, filing with the SEC under the Exchange Act of any required unaudited financial statements with respect to the Borrower or the Pharmacyclics Group, as the case may be, on Form 10-Q, will satisfy the requirements under clause (b) of this paragraph (cSection 3.02(h). (di) The Administrative Agent, the Arrangers and the Lenders Agent shall have received all fees and other amounts due and payable a solvency certificate from the Chief Financial Officer of the Borrower in the form of Exhibit D hereto certifying that the Consolidated Group, on a consolidated basis after giving effect to the Transactions to take place on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderis solvent. (ej) Substantially concurrently with To the consummation of the Ixia Acquisition, the Ixia Refinancing shall extent Advances are to be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans made on the Closing Date, (i) the Acquired Business Representations Administrative Agent shall be true and correct, (ii) the Specified Representations shall be true and correct have received a Notice of Borrowing in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VIIaccordance with Section 2.02.

Conditions Precedent to Closing Date. The obligation of each Lenders Lender to make Loans hereunder is an Advance shall be subject to the occurrence of the Effective Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction all of the following conditions precedent having been satisfied (or waiver waived in accordance with Section 9.02):8.01) on or before the Commitment Termination Date: (a) The Arrangers Effective Date shall have received a copy occurred. (b) (i) The Acquisition shall have been, or substantially concurrently with the funding of the definitive Ixia Advances shall be, consummated in accordance with the terms of the Acquisition AgreementAgreement (as may be amended, together with all closing deliverables thereundersupplemented or otherwise modified pursuant to subclause (ii)) and (ii) no provision of the Acquisition Agreement shall have been waived, certified amended, supplemented or otherwise modified, and no consent by the Borrower as complete and correct. The Ixia Acquisition or any of its Subsidiaries shall have been (or, substantially contemporaneously with the making of Loans hereunder, shall be) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents provided thereunder, that in each case are which is materially adverse to the interests of the Lenders without the Initial Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that, (w)(i) any increase in the Arrangersnon-cash portion of the purchase consideration and (ii) any decrease in the non-cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall in each case be deemed not materially adverse to the Lenders, unless (x) any decrease in the Arrangers cash portion of the purchase consideration for the Acquisition shall be deemed not materially adverse to the Lenders so long as it shall have provided their written consent thereto been allocated to reduce the Commitments in an amount equal to such reduction in the cash portion of the purchase consideration and (y) any increase or decrease in the cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall be deemed not materially adverse to the Lenders. The Agent shall have received from the Borrower certified copies of the Acquisition Agreement and all amendments, modifications, waivers and consents, if applicable, under the Acquisition Agreement. (c) Except as set forth in the corresponding sections or subsections of the Company Disclosure Letter (as defined in the Acquisition Agreement) (it being understood that (iany disclosure set forth in one section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of the Acquisition Agreement to which it corresponds in number and each other section or subsection of the Acquisition Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure) any reduction or, to the extent the qualifying nature of less than 10% such disclosure with respect to a specific representation and warranty is reasonably apparent therefrom, as set forth in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility Company Reports (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% as defined in the merger consideration for the Ixia Acquisition will be deemed not Agreement) filed on or after January 1, 2016 and prior to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition AgreementAgreement (excluding all disclosures (other than statements of historical fact) in any “Risk Factors” section and any disclosures included in any such Company Reports that are cautionary, predictive or forward looking in nature), since December 31, 2015 there shall not have been any change, effect, circumstance or development which has not been an Ixia had or would, individually or in the aggregate, reasonably be likely to have a Target Material Adverse Effect. (cd) The Initial Arrangers shall have received (i) audited consolidated financial balance sheets and related statements of income, comprehensive income and cash flows of the Borrower, prepared in accordance with GAAP, Borrower and its Subsidiaries for each of its the last three most recent full fiscal years ended at least 60 75 days prior to the Closing Date, and unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the related audit reportscorresponding period(s) of the prior fiscal year) (other than the last fiscal quarter of any fiscal year), (ii) audited consolidated financial statements which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of IxiaAuditing Standards No. 100, and prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to requirements of Form 10-K and 10-Q under the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Securities Act and under Regulation S-X significance testsunder the Securities Act (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Borrower of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period); and (ii) (to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X if the related audit report or reports)Permanent Financings were registered on Form S-1 under the Securities Act on the Closing Date, (iiiA) audited consolidated annual balance sheets and related statements of income, comprehensive income and cash flows of the Target, as well as unaudited interim consolidated balance sheets and related statements of income, comprehensive income and cash flows of the Target (which shall have been reviewed by the independent accountants for the Target as provided in Statement of Auditing Standards No. 100) and prepared in accordance with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Target of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period) and (B) pro forma financial statements of the BorrowerBorrower reflecting the Transactions, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting which meet the requirements of Regulation S-X under the Securities Act. The Borrower’s , and Ixia’s public filing with all other accounting rules and regulations of the SEC under the Exchange Act of any required financial promulgated thereunder applicable to registration statements will satisfy the requirements of this paragraph (c)on Form S-1, in each case in all material respects. (de) The Administrative AgentAll costs, fees, expenses (including legal fees and expenses) to the extent invoiced at least three Business Days prior to the Closing Date and the fees payable pursuant to Section 2.03 to the Initial Arrangers, the Arrangers and Agent or the Lenders shall have received all fees and other amounts due and payable been paid on or prior to the Closing Date, includingin each case, to the extent invoiced at least two Business Days required by this Agreement to be paid on or prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated customary legal opinion of the Closing Date Senior Executive Vice President and signed by the General Counsel or Vice President, a Vice President or a Financial Officer Associate General Counsel and Assistant Secretary of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, Borrower substantially in the form of Exhibit CD hereto and (ii) a customary legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, demonstrating solvency (on a consolidated basis) special New York counsel to the Agent, as to the enforceability of the Borrower this Agreement and the Subsidiaries Notes. (g) The Agent shall have received an officer’s certificate dated as of the Closing Date after giving effect from the Borrower that there has been no change to the Transactionsmatters previously certified pursuant to Sections 3.01(a)(ii) and (iii) (or otherwise providing updates to such certifications) and that the conditions set forth in Sections 3.02(b) and (h) have been satisfied as of the Closing Date. (gh) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Acquired Business Representations There shall be true exist no Specified Default and correct, (ii) each of the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) except Acquisition Agreement Representations and (iii) there Specified Representations that are qualified by materiality, which shall not exist any Event of Default under clause (abe true and correct), (b)in each case at the time of, (h) or and after giving effect to, the making of the Advances on the Closing Date. (i) The Agent shall have received a Notice of Article VIIBorrowing in accordance with Section 2.02(a).

Conditions Precedent to Closing Date. The obligation Notwithstanding any other provision of each Lenders to make Loans hereunder is subject to this Agreement and without affecting in any manner the occurrence rights of the Effective DateLender hereunder, the receipt of a Borrowing Request in accordance herewith Closing Date shall not occur until and to the satisfaction unless each and every one of the following conditions precedent (has been satisfied or waiver waived, in accordance with Section 9.02):Lender’s sole discretion: (a) The Arrangers Borrower shall have received a copy of the definitive Ixia Acquisition Agreement, together with delivered to Lender all closing deliverables thereunder, certified documents required by the Borrower as complete and correct. The Ixia Acquisition shall have been (or, substantially contemporaneously with the making of Loans hereunder, shall be) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not Lender to be materially adverse to delivered on or before the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition).Closing Date; (b) Since the date Lender shall have received from Borrower current interim and, or fiscal year end financial statements, all updated pro-forma financial information, copies of the Ixia Acquisition Agreementall public filings and disclosures, there has evidence of receipt of all necessary governmental approvals, required certifications, including, but not been an Ixia Material Adverse Effect.limited to, compliance with all laws, payment of all taxes and satisfaction of all insurance requirements, and such legal opinions as may reasonably be required by Lender; (c) The Arrangers No Material Adverse Effect shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date (and the related audit reports), (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (occurred or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c).shall exist; (d) The Administrative Agent, the Arrangers and the Lenders No Default or Event of Default shall have received all fees occurred and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.continuing; and (e) Substantially concurrently with the consummation Lender has received an executed copy of the Ixia AcquisitionAddendum to Macadamia Nut Purchase Agreement dated July , 2008 between Mauna Loa Macadamia Nut Corporation and Borrower (the “Addendum to Nut Purchase Agreement”) with terms and conditions to be approved by Lender. The Addendum to Nut Purchase Agreement shall terminate no sooner than June 30, 2009, unless terminated earlier as provided in the Macadamia Nut Purchase Agreement. In addition, the Ixia Refinancing Addendum to Nut Purchase Agreement shall include a requirement for Mauna Loa to purchase a minimum of 9 million wet in shell pounds of macadamia nuts from Borrower up to a maximum of 12 million wet in shell pounds. The minimum price shall be consummated$0.60 per pound, adjusted to 20% moisture and the Arrangers shall receive customary payoff documentation in respect thereof30% saleable kernel recovery to dry shell. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VII.

Conditions Precedent to Closing Date. Notwithstanding the execution and delivery of this Agreement by all parties hereto, the Original Existing Credit Agreement shall remain in full force and effect and shall not be amended hereby unless and until the Closing Date occurs. The effectiveness of the amendment and restatement of the Original Existing Credit Agreement to be effected by this Agreement, and the obligation of each Lenders Lender to make Loans hereunder is any Revolving Advance, any Term Loan A Advance and any Swingline Advance, if any, on and after the Closing Date shall occur at the Closing Time on the Closing Date and shall be subject to the occurrence of the Effective Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of the following conditions precedent (or waiver in accordance with Section 9.02):that: (a) The Arrangers Administrative Agent shall have received a copy certified copies of the definitive Ixia respective certificates of incorporation and bylaws of the Borrower and its corporate Subsidiaries and the respective certificates of limited partnership and agreements of limited partnership for the partnership Subsidiaries; (b) The Borrower shall have demonstrated to the reasonable satisfaction of the Administrative Agent in its sole good faith discretion that all conditions to the closing of the Acquisition, the making of Bridge Loans under the Bridge Facility and the making of Other Term Loan A Advances and Term Loan B Advances under the New Credit Agreement shall occur or have been waived pursuant to Section 8.01 on or before the Closing Date (including payment of all amounts due under the Acquisition Documents), and that all transactions contemplated by the Related Documents to be consummated on the closing date of the Acquisition will take place prior to or simultaneously with the transactions hereunder contemplated to take place on the Closing Date and that the cash portion of the purchase price for the Acquisition does not exceed $650 million (subject to post-closing purchase price adjustments contemplated by the Acquisition Agreement), together provided that the cash portion of the purchase price may be increased (up to an aggregate maximum of $680 million (subject to post-closing purchase price adjustments contemplated by the Acquisition Agreement)) to the extent that after giving effect to the Acquisition and the other transactions occurring on the Closing Date, including such increase in the cash purchase price, the Debt to Operating Cash Flow Ratio is less than or equal to 6.85x, all of which is being funded solely with proceeds of the Advances (as defined in the New Credit Agreement) under the New Credit Agreement and the Bridge Loans and the Majority Lenders shall be satisfied in their sole good faith discretion with the terms and conditions of each of the Other Transaction Documents; (c) The Borrower shall have paid or caused to be paid, or the Administrative Agent shall have received evidence satisfactory to it in its sole good faith discretion that on the Closing Date the Borrower shall pay, or cause to be paid, (i) all closing deliverables interest and commitment fees that are accrued but unpaid to the Closing Date under the Original Existing Credit Agreement (whether or not then payable under the terms thereof), (ii) all fees and expenses (if any) payable under Section 8.04 of the Original Existing Credit Agreement, (iii) all ---- accrued fees and expenses of the Administrative Agent, the Syndication Agents, the Co-Arrangers and the Lenders, including without limitation the arrangement fees payable under Section 2.06(a), participation fees payable under Section 2.06(b) and the administrative fees payable under Section 2.06(c), and (iv) all ------- fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, in each case for which the Borrower has received a statement on or before the Closing Date; (d) There shall not have been since December 31, 1999 any material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower and its Subsidiaries, considered as a whole (but on a pro forma basis assuming consummation of the Acquisition); (e) Except for the Disclosed Litigation, there shall exist no pending or threatened action, suit, investigation, litigation or proceeding in any court or before any arbitrator or governmental instrumentality which, in the reasonable opinion of the Lenders, could have a material adverse effect on the business, condition (financial or otherwise), operations, properties or prospects of the Borrower and its Subsidiaries, considered as a whole (but on a pro forma basis assuming consummation of the Acquisition), or which, in the reasonable opinion of the Majority Lenders, may adversely affect the legality, validity or enforce ability of this Agreement, any other Loan Document or any Related Document, the ability of any Loan Party to perform its obligations hereunder or thereunder, certified by or the Borrower as complete rights of any Lender hereunder or thereunder or the ability of any Lender to exercise such rights; (f) All material governmental and correct. The Ixia Acquisition third party consents and approvals necessary or, in the reasonable opinion of the Majority Lenders, desirable or appropriate in connection with the Closing Date Transactions shall have been obtained (or, substantially contemporaneously with without the making imposition of Loans hereunder, any conditions other than conditions that have been satisfied or waived on or before the Closing Date) and shall be) consummated pursuant to be in effect and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto final and non-appealable (it being understood that (i) any reduction of less than 10% in all Federal governmental consents and approvals are material), and without limiting the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount generality of the Bridge Facility (and, after foregoing the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers Administrative Agent shall have received (i) audited consolidated financial statements evidence satisfactory to it that the FCC shall have granted its consent to the assignment of the Borrower▇▇▇▇-TV station licenses to License Co. Sub, prepared and such consent is in accordance with GAAPfull force and effect and is a Final Order; (g) BT Co. shall have received, for in its capacity as Administrative Agent or Collateral Agent, as appropriate, the following, each of its three most recent fiscal years ended at least 60 days prior to effective on the Closing Date (and the related audit reportsunless otherwise indicated below), in form and substance reasonably satisfactory to it in such capacity and in sufficient copies for each Lender (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, except for the three most recent fiscal years ended at least 60 days prior Notes and certificates and stock powers relating to the Closing Date Pledged Stock): (or such lesser number 1) A Notice of fiscal years to the extent such lesser number would be indicated Borrowing as required by Ixia’s significance pursuant to the Regulation S-X significance testsSection 2.02(a) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods respect ------- of any prior year) Revolving Advance and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c). (d) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required Swingline Advance to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (ii) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans borrowed on the Closing Date, (i) dated the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication date of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VII.its delivery;

Conditions Precedent to Closing Date. The obligation closing of each Lenders to make Loans hereunder is subject to this Agreement shall occur on the occurrence of date (the Effective “Closing Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of ”) on which the following conditions precedent (or waiver in accordance with Section 9.02):shall have been satisfied: (a) The Arrangers Administrative Agent (or its counsel) shall have received a from each applicable party the following, each dated such day (unless otherwise specified): (i) A counterpart of this Agreement and each Note (if requested by any Lender) signed on behalf of each party thereto. (ii) A copy of the definitive Ixia Acquisition Agreement, together with all closing deliverables thereunder, certified by the Borrower as complete and correct. The Ixia Acquisition shall have been articles or certificate of incorporation (or, substantially contemporaneously with the making of Loans hereunder, shall beor equivalent Constituent Document) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each certified as of its three most a recent fiscal years ended at least 60 days prior to date by the Closing Date (and Secretary of State of the related audit reports), (ii) audited consolidated financial statements state of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements organization of the Borrower, prepared together with a certificate of such official attesting to the good standing of the Borrower. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after effect on the date of its most recent audited financial statements delivered pursuant to clause such certification, (iC) above that there have been no changes in the certificate of incorporation (and corresponding periods or equivalent Constituent Document) of any prior yearthe Borrower from the certificate of incorporation (or equivalent Constituent Document) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above and (D) the resolutions of the Board of Directors approving and corresponding periods authorizing the execution, delivery and performance of this Agreement. (iv) An opinion of ▇▇▇▇▇▇ LLP, as special counsel to the Borrower, reasonably acceptable to the Administrative Agent. (b) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any prior yearJoint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower). (c) The Lenders shall have received all documentation and more than 40 days prior other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Lenders. (d) (i) No Default shall have occurred and be continuing on the Closing Date,(ii) the representations and warranties contained in Article 4 shall be accurate in all material respects on and as of the Closing Date (except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be accurate in all material respects as of such earlier date, or (2) is qualified by materiality or #96301122v26 subject to a Material Adverse Effect qualification, in which case it shall be accurate in all respects) as if made on and as of such date, (iii) no injunction affecting the execution, delivery or performance of the Loan Documents shall have been issued and remain in effect on the Closing Date and (iv) the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the Closing Date, stating that each of the conditions precedent set forth in clauses (i)-(iii) of this Section 3.01(d) have been satisfied. (e) evidence reasonably satisfactory to the Administrative Agent that all principal of and interest on any loans outstanding under, and all accrued fees under, the Existing Credit Facility, and all fees then due in accordance with the fee letters dated November 30, 2022, shall have been paid in full. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and in respect of each of clauses such notice shall be conclusive and binding on all parties hereto. The Lenders that are parties to the Existing Credit Facility, constituting the “Required Lenders” under the Existing Credit Facility, and the Borrower agree that (i) through (iv) meeting the requirements of Regulation S-X commitments under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c). (d) The Administrative Agent, the Arrangers and the Lenders Existing Credit Facility shall have received all fees and other amounts due and payable terminate automatically on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed without need for further action by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as any party to the second sentence thereof), (b) and (g) of this Section Existing Credit Facility and (ii) a certificate, dated all requirements of notice for any prepayment under the Closing Date and signed by Existing Credit Facility necessary to satisfy the chief financial officer conditions stated in Section 3.01(e) or the termination of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect commitments pursuant to the Transactions. (g) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, clause (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event of Default under clause (a), (b), (h) or (i) of Article VIIabove are hereby waived.

Conditions Precedent to Closing Date. Notwithstanding the execution and delivery of this Amended Agreement by all parties hereto, the Existing Credit Agreement shall remain in full force and effect and shall not be amended hereby unless and until the Closing Date occurs. The effectiveness of the amendment and restatement of the Existing Credit Agreement to be effected by this Amended Agreement, and the obligation of each Lenders Lender to make Loans hereunder is any Revolving Facility Advance and any Swingline Advance, if any, on the Closing Date shall occur at the Closing Time on the Closing Date and shall be subject to the occurrence of the Effective Date, the receipt of a Borrowing Request in accordance herewith and to the satisfaction of the following conditions precedent (or waiver in accordance with Section 9.02):that: (a) The Arrangers Administrative Agent shall have received a copy certified copies of the definitive Ixia Acquisition respective certificates of incorporation and bylaws of the Borrower and its corporate Subsidiaries and the respective certificates of limited partnership and agreements of limited partnership for the partnership Subsidiaries; (b) The Borrower shall have paid or caused to be paid, or the Administrative Agent shall have received evidence satisfactory to it in its sole good faith discretion that on the Closing Date the Borrower shall pay, or cause to be paid, (i) all interest and commitment fees that are accrued but unpaid to the Closing Date under the Existing Credit Agreement (whether or not then payable under the terms thereof), (ii) all fees and expenses (if any) payable under Section 8.04 of the Existing Credit Agreement, together (iii) all accrued fees and expenses of the Administrative Agent, the Documentation Agent, the Syndication Agent, the Co- Arrangers and the Lenders, including without limitation the amendment fees payable under Section 2.06(B), (iv) all amounts payable pursuant to Section 2.04(G) and (v) all fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, in connection with all closing deliverables the preparation, execution and delivery of this Agreement, the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, in each case for which the Borrower has received a statement on or before the Closing Date; (c) There shall not have been any material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries since December 31, 1996; (d) Except for the Disclosed Litigation, there shall exist no pending or threatened action, suit, investigation, litigation or proceeding in any court or before any arbitrator or governmental instrumentality which, in the reasonable opinion of the Lenders, could have a material adverse effect on the condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries or which, in the reasonable opinion of the Majority Lenders, may adversely affect the legality, validity or enforce ability of this Agreement, any other Loan Document or any Related Document, the ability of any Loan Party to perform its obligations hereunder or thereunder, certified by or the Borrower as complete rights of any Lender hereunder or thereunder or the ability of any Lender to exercise such rights; (e) All material governmental and correct. The Ixia Acquisition third party consents and approvals necessary or, in the opinion of the Majority Lenders, desirable or appropriate in connection with the Closing Date Transactions shall have been obtained (or, substantially contemporaneously with without the making imposition of Loans hereunder, any conditions other than conditions that have been satisfied or waived on or before the Closing Date) and shall be) consummated pursuant to and on the terms set forth be in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders all Federal governmental consents and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisitionapprovals are material). (b) Since the date of the Ixia Acquisition Agreement, there has not been an Ixia Material Adverse Effect. (c) The Arrangers shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date (and the related audit reports), (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c). (d) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (e) Substantially concurrently with the consummation of the Ixia Acquisition, the Ixia Refinancing shall be consummated, and the Arrangers shall receive customary payoff documentation in respect thereof.; (f) The Administrative Agent and the Arrangers shall have received (i) a certificatethe following, dated each effective on the Closing Date (unless otherwise indicated below), in form and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) (solely as substance satisfactory to the second sentence thereof), Administrative Agent and in sufficient copies for each Lender (b) and (g) of this Section and (ii) a certificate, dated except for the Closing Date and signed by the chief financial officer of the Borrower, substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions.Notes): (g1) At the time A Notice of Borrowing as required by Section 2.02(A) in respect of each Borrowing and upon giving effect Swingline Advance to the borrowing and application of the Loans be borrowed on the Closing Date, dated the date of its delivery; (i2) Evidence of receipt by the Acquired Business Representations shall be true Administrative Agent from each Lender of all amounts payable by such Lender pursuant to Section 2.04(B); (3) The Revolving Facility Notes and correctSwingline Note to the order of the respective Lenders; (4) Duly executed counterparts of this Amended Agreement, signed by each of the parties hereto (ii) or, in the Specified Representations shall be true and correct in all material respects (without duplication case of any materiality qualifier set forth therein) and (iii) there Lender as to which an executed counterpart shall not exist any Event have been received, receipt by the Administrative Agent in form satisfactory to it of Default under clause telegraphic, telex or other written confirmation from such Lender of execution of a counterpart hereof by such Lender); (a), (b), (h5) or (i) Duly executed counterparts of Article VII.the 1997 Global Collateral Documents and Guaranty Agreement Amendment; and

Conditions Precedent to Closing Date. The obligation Notwithstanding any other provision of each Lenders to make Loans hereunder is subject to this Agreement and without affecting in any manner the occurrence rights of the Effective DateLender hereunder, the receipt of a Borrowing Request in accordance herewith Closing Date shall not occur until and to the satisfaction unless each and every one of the following conditions precedent (has been satisfied or waiver waived, in accordance with Section 9.02):Lender’s sole discretion: (a) The Arrangers Borrower shall have received a copy of the definitive Ixia Acquisition Agreement, together with delivered to Lender all closing deliverables thereunder, certified documents required by the Borrower as complete and correct. The Ixia Acquisition shall have been (or, substantially contemporaneously with the making of Loans hereunder, shall be) consummated pursuant to and on the terms set forth in the Ixia Acquisition Agreement, without giving effect to any amendments, waivers or other modifications thereto, or any consents thereunder, that in each case are materially adverse to the interests of the Lenders or the Arrangers, unless the Arrangers shall have provided their written consent thereto (it being understood that (i) any reduction of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not Lender to be materially adverse to delivered on or before the Lenders and the Arrangers, provided that the aggregate principal amount of the Bridge Facility (and, after the Bridge Facility shall have been reduced to zero, the aggregate amount of the Commitments) shall have been reduced on a dollar-for-dollar basis, and (ii) any increase of less than 10% in the merger consideration for the Ixia Acquisition will be deemed not to be materially adverse to the Lenders and the Arrangers, provided that such increase is solely in the form of the common stock of the Borrower issued as part of the merger consideration for the Ixia Acquisition).Closing Date: (b) Since the date Lender shall have received from Borrower current interim and, or fiscal year end financial statements, all updated pro-forma financial information, copies of the Ixia Acquisition Agreementall public filings and disclosures, there has evidence of receipt of all necessary governmental approvals, required certifications, including, but not been an Ixia Material Adverse Effect.limited to, compliance with all laws, payment of all taxes and satisfaction of all insurance requirements, and such legal opinions as may reasonably be required by Lender; (c) The Arrangers No Material Adverse Effect shall have received (i) audited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date (and the related audit reports), (ii) audited consolidated financial statements of Ixia, prepared in accordance with GAAP, for the three most recent fiscal years ended at least 60 days prior to the Closing Date (occurred or such lesser number of fiscal years to the extent such lesser number would be indicated by Ixia’s significance pursuant to the Regulation S-X significance tests) (and the related audit report or reports), (iii) unaudited consolidated financial statements of the Borrower, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (i) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and (iv) unaudited consolidated financial statements of Ixia, prepared in accordance with GAAP, for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements delivered pursuant to clause (ii) above (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date, and in respect of each of clauses (i) through (iv) meeting the requirements of Regulation S-X under the Securities Act. The Borrower’s and Ixia’s public filing with the SEC under the Exchange Act of any required financial statements will satisfy the requirements of this paragraph (c).shall exist; (d) The Administrative AgentNo Default or Event of Default shall have occurred and be continuing; and (e) Borrower shall have delivered to Lender the 2010 Term Loan Promissory Note and the Fourth Amendment to Revolving Loan Promissory Note, both in form and substance satisfactory to Lender. (f) Borrower shall have delivered to Lender a mortgage modification in form and substance satisfactory to Lender and Lender’s local counsel, to be recorded in the State of Hawaii Bureau of Conveyances for the purpose of giving constructive notice of the existence of this Agreement, the Arrangers extension of the Mortgage to secure the 2010 Term Loan Promissory Note, and the Lenders additional real property security for the Revolving Loan and the 2010 Term Loan as described in the mortgage modification. (g) Borrower shall have received all fees and other amounts due and payable on or prior to the Closing Dateobtained for Lender, includingat Borrower’s expense, such endorsements as Lender may require, in Lender’s sole discretion, to the extent invoiced at least two Business Days prior to existing lender’s policy of title insurance that insures the Closing Date, reimbursement or payment of all Mortgage. (h) Borrower shall have reimbursed Lender for its reasonable out-of-pocket expenses required to be reimbursed or paid by in connection with this Agreement, including title insurance premiums, recording fees and the Borrower hereunderreasonable fees, charges and disbursements of local counsel for Lender. (ei) Substantially concurrently with Borrower shall cause the consummation following leases and license between International Air Service Company, LTD as lessor and Mauna Loa Macadamia Nut Corporation as lessee and licensee to be subordinated to the Mortgage as amended: i) Unrecorded Agricultural Lease dated September 21, 1981, as amended on November 28, 1983, by and between International Air Service Company, LTD, organized under the laws of the Ixia AcquisitionState of California, the Ixia Refinancing shall be consummated“Lessor”, and the Arrangers shall receive customary payoff documentation in respect thereof. (f) The Administrative Agent and the Arrangers shall have received (i) a certificate, dated the Closing Date and signed by the PresidentMauna Loa Macadamia Nut Corporation, a Vice President or Hawaii corporation, “Lessee”, a Financial Officer memorandum thereof being recorded in Liber 15833 at Page 51, and Liber 17510 at Page 120, State of the BorrowerHawaii, confirming satisfaction Bureau of the conditions set forth in paragraphs (a) (solely as to the second sentence thereof), (b) and (g) of this Section and (Conveyances; ii) Unrecorded Agricultural Lease dated September 12, 1979, by and between International Air Service Company, LTD, “Lessor”, and Mauna Loa Macadamia Nut Corporation, “Licensee”, a certificatememorandum thereof being recorded in Liber 13991 at Page 687, dated the Closing Date and signed by the chief financial officer State of the BorrowerHawaii, substantially in the form Bureau of Exhibit C, demonstrating solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Closing Date after giving effect to the Transactions.Conveyances; (g) At the time of and upon giving effect to the borrowing and application of the Loans on the Closing Date, (i) the Acquired Business Representations shall be true and correct, (ii) the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) and (iii) there shall not exist any Event Unrecorded Agricultural Lease dated September 12, 1979, by and between International Air Services Company, LTD, “Lessor”, and Mauna Loa Macadamia Nut Corporation, “Lessee”; a memorandum thereof being recorded in Liber 13991 at Page 680, State of Default under clause (a)Hawaii, (b)Bureau of Conveyances; and iv) Unrecorded Agricultural Lease dated June 24, (h) or (i) 1983 by and between IASCO Farms, LTD, a California corporation, “Lessor”, and Mauna Loa Macadamia Nut Corporation, a Hawaii corporation, “Lessee”, a memorandum thereof being recorded in Liber 17134 at Page 701, State of Article VIIHawaii, Bureau of Conveyances.