Common use of First Credit Event Clause in Contracts

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil▇▇▇▇, Gotshal Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special Georgia counsel for the effect set forth in Exhibit F-2Loan Parties, in each case case, (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (g) Except as set forth in paragraph Schedule 5.10 (nwhich, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) of this Section 4.02 and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (h) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. (i) The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, to the effect set forth in Section 4.01(b)(i). For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil▇▇▇▇, Gotshal & Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The AGS Acquisition shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement in accordance with applicable law and the terms and conditions precedent of the AGS Acquisition as set forth in paragraph the Purchase Agreement, without giving effect to any amendment, waiver, consent or other modification thereof by AcquisitionCo that is materially adverse to the interests of the Lenders (nin their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld or delayed). (f) Prior to, simultaneously, or substantially concurrently with the closing under this Agreement, the Co-Investors shall have contributed an aggregate amount in cash in the form of common equity, or other Equity Interests on terms reasonably acceptable to the Administrative Agent, and which shall be further contributed as common equity to the Borrower, which would cause the Equity Interests of Holdings to represent not less than 35% of the total pro forma consolidated capitalization of Holdings (the “Equity Financing”). (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (h) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any of the Subsidiaries shall have any Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), (ii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Purchase Agreement as in effect on September 16, 2013, as may be modified with the Administrative Agent’s consent and (iii) other Indebtedness permitted under Section 4.02 6.01. (i) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (j) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) Except as set forth in Schedule 5.10 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (l) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. (m) Except as set forth on Schedule 4.06 to the Purchase Agreement as of September 16, 2013 (provided, that Schedule 4.06 shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules (as defined in the Purchase Agreement as of September 16, 2013) if it is reasonably apparent on its face that such disclosure may be applicable to this condition), since June 30, 2013 and until September 16, 2013, there shall not have been any “Material Adverse Effect” as defined in the Purchase Agreement. Since September 16, 2013, no “Material Adverse Effect” (as defined in the Purchase Agreement as in effect on September 16, 2013, as may be modified with the Administrative Agent’s consent) shall have occurred. (n) The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, to the effect set forth in Section 4.01(b)(i) and Section 4.02(m) hereof. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially special counsel for the Loan Parties, and (ii) ▇▇▇▇▇ Lord Bissell & Liddell LLP, special counsel for the Loan Parties in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2, in each case Administrative Agent (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Issuing BankClosing Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower each Loan Party hereby request such instructs its counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the following: (i) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of StateState (or other similar official) or (B) in the case of a partnership of or limited liability company, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Loan Party; and (ii) a certificate of the Secretary Secretary, Assistant Secretary, Director, President or Assistant Secretary similar officer or the general partner, managing member or sole member, of each Loan Party Party, in each case dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiiE) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such Person, threatening the existence of such Loan Party. (cd) The Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released, it being understood that, to the extent any lien search or collateral (including the creation, perfection or priority of any security interest) is not or cannot be provided on the Closing Date (other than (i) UCC, tax and judgment lien searches, (ii) the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of financing statements under the UCC or (iii) to the extent applicable, the delivery of equity certificates of each Loan Party (other than the Borrower) and any domestic Subsidiaries of the Loan Parties and related stock or other powers) after use of commercially reasonable efforts to do so then the provision of any such lien search and/or Collateral shall not constitute a condition precedent to the availability of the Revolving Facility Loans on the Closing Date, but a perfected security interest shall instead be required promptly after the Closing Date as required under the Collateral and Guarantee Requirement plus any extensions permitted hereunder, in each case pursuant to arrangements reasonably satisfactory to the Administrative Agent; (e) The Transactions and the initial funding under the HoldCo Credit Agreement shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the Acquisition Agreement and all other related documentation (without material amendment, modification or waiver thereof which is adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed), including each of the following: (i) The Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement; (ii) The Equity Financing shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement; provided, that, to the extent all or any portion of the Equity Financing is not comprised of common equity, the terms and conditions precedent of the Equity Financing shall be reasonably satisfactory in all material respects to the Joint Lead Arrangers and the Administrative Agent; (iii) The Sponsors shall have contributed additional cash common equity to HoldCo in an amount equal to the Initial Interest Payment Amount; and (iv) The Lenders shall have received: (A) the financial statements referred to in Section 3.05; and (B) any additional financial statements received by HoldCo on or prior to the Closing Date pursuant to the Acquisition Agreement; (f) After giving effect to the Transactions, and the other transactions contemplated hereby, the Borrower and its Relevant Subsidiaries shall have no outstanding Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the chief financial officer or another Responsible Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions. (h) Except as set forth in paragraph (ni) the Seller Disclosure Schedules (as defined in the Acquisition Agreement), subject to the provisions of this Section 4.02 13.11 of the Acquisition Agreement or (ii) the KGS SEC Documents (as defined in the Acquisition Agreement) that are publicly available prior to the date of the Commitment Letter (excluding any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are predictive or forward-looking in nature, in each case that are general in nature and do not contain a reasonable level of detail about the specific risk of which they warn), there has not been any Material Adverse Effect since December 31, 2009. (i) The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date. (k) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Credit Facilities have been or concurrently with the Closing Date are being terminated, all Liens securing obligations under the Existing Credit Facilities have been or concurrently with the Closing Date are being released and all amounts outstanding thereunder have been (or will be with the proceeds of the Loans on Closing Date) paid in full. (l) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (e), (f), (h) and (j) of this Section 4.02. (m) The Administrative Agent shall have received all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent at least 10 days in advance of the Closing Date.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a certificateparty thereto, dated together with (x) certificates, if any, representing the pledged Equity Interests of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date and signed by a Responsible Officer of after the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) ’s use of this Section 4.02 as of commercially reasonable efforts to provide such items on or prior to the Closing DateDate if the Borrower agrees to deliver or cause to be delivered such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 120 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Arrangers in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of Borrower, Holdings and each other Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board member (or equivalent governing body) of Directors of the Borrower or such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer, Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Pledged Equity of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower agrees to deliver or cause to be delivered such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 120 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (f) The Administrative Agent shall have received a certified copy of the Acquisition Agreement, duly executed by the parties thereto (together with all material ancillary agreements entered into in connection therewith and all exhibits and schedules thereto). Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Acquisition shall have been consummated pursuant to the Acquisition Agreement, and no provision of the Acquisition Agreement shall have been waived or amended in any material respect by Holdings or Parent in a manner materially adverse to the Lenders without the consent of the Initial Lenders, such consent not to be unreasonably withheld, conditioned or delayed (it being understood that the good faith determination by the parties to the Acquisition Agreement that the Acquisition Agreement closing conditions specified in Sections 6.1 and 6.2 have been satisfied (other than conditions which by their nature may be satisfied only at the Closing) shall be conclusive). (g) The Administrative Agent shall have received confirmation from the Investors or their representatives that the Equity Contribution and the Mezzanine Financing shall have been consummated, or substantially simultaneously with the initial borrowing hereunder shall be consummated. (h) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible the Chief Financial Officer of the Borrower, confirming compliance with certifying that the conditions precedent set forth in paragraph (n) of this Section 4.02 Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions on the Closing Date, are Solvent as of the Closing Date. (i) On the Closing Date, the representations and warranties made by the Loan Parties in Sections 5.01(a) (solely as to the Borrower), 5.01(b)(ii) (solely as to the Loan Parties), 5.02(a) (solely as to the Loan Documents), 5.02(b)(i) and (b)(iii) (in each case, solely as to the Loan Documents), 5.04, 5.13, 5.17 and 5.18 shall be true and correct in all material respects. (j) The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; provided that the Initial Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least 10 days prior to the Closing Date and are not unduly burdensome on any person unless required by applicable Law. (k) The Initial Lenders shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 I-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-2I-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents Documents, the Transactions and the Transactions Acquisition as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as certificates of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in Sections 4.01(b) and 4.04(c). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the Borrower and each Subsidiary (other than the Company and its subsidiaries) and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Subsidiaries held by the Borrower or any such Subsidiary shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such shares, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent or, in the case of Book-Entry Shares, transferred into an account of the Collateral Agent maintained with the applicable Book-Entry Transfer Facility; provided, however, that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the capital stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any Foreign Subsidiary. (i) The Security Agreement shall have been duly executed by the Borrower and each Subsidiary (other than the Company and its subsidiaries) and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02 and in existence on the Closing Date) described in such agreement shall have been delivered to the Collateral Agent; provided, however, that the Foreign Subsidiaries and the Puerto Rico Subsidiary shall not be required to execute the Security Agreement and (ii) the Chattel Mortgages shall have been duly executed by the Puerto Rico Subsidiary and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02 and in existence on the Closing Date) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to paragraph (g) above, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) a lender's title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02 and in existence on the Closing Date) shall have been received by the Collateral Agent) and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02 and in existence on the Closing Date, together with such surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (k) The Guarantee Agreement shall have been duly executed by each Subsidiary (other than the Company and its subsidiaries), shall have been delivered to the Collateral Agent and shall be in full force and effect; provided, however, that no Foreign Subsidiary shall be required to execute the Guarantee Agreement. (l) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by each Loan Party, shall have been delivered to the Collateral Agent and shall be in full force and effect. (m) The Administrative Agent shall have received a copy of, or a broker's or insurance company certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents. (n) The Shares to be purchased with the proceeds of this the Loans to be made on the Closing Date shall have been validly tendered to Acquisition Co. in accordance with the Tender Offer Materials, and not withdrawn, and shall be available for purchase pursuant to the Tender Offer. (o) All conditions to the purchase of Shares in the Tender Offer shall have been satisfied without giving effect to any waiver or amendment thereof not approved by the Required Lenders, and Acquisition Co. shall have accepted for payment pursuant to the Tender Offer a majority of the Shares (on a fully diluted basis) (excluding any Shares tendered through "guaranteed delivery" procedures and not yet delivered to Acquisition Co. or its agents); provided, however, that the approval of the Required Lenders shall not be required for any extension of the Tender Offer. (p) There shall not be any action, suit or proceeding at law or in equity or by or before any Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting any Transaction Party or any business, property or rights of such person and relating to the Transactions or the Acquisition (i) that could reasonably be expected to result in a Material Adverse Effect or (ii) that is reasonably likely to restrain, prevent or impose materially burdensome conditions on any Transaction or the Acquisition. (q) To the extent applicable, the Borrower shall have delivered to each Lender a statement on Form U-1 or Form G-3 complying with the requirements of Regulation U or Regulation G, as applicable. (r) No change, and no development or event involving a prospective change, in respect of the assets, capitalization, corporate structure, securities, condition (financial or otherwise), prospects or results of operations of the Borrower or the Company shall have occurred that is deemed by the Lenders, in their good faith judgment, to involve a reasonable likelihood of a Material Adverse Effect. (s) The Administrative Agent shall have received a customary collateral review, reasonably satisfactory in form and substance to the Administrative Agent. (t) The Administrative Agent shall have received (i) the financial statements referred to in Section 4.02 3.05(b) and (ii) consolidated income statement projections, consolidated cash flow projections, consolidated balance sheet projections and related assumptions for the Borrower for each year until the Post-Merger Facilities Maturity Date, after giving effect to the Transactions and the Acquisition. (u) The Administrative Agent shall have received for each Mortgaged Property a copy of the original permanent or temporary certificate of occupancy, if any, issued upon completion of such Mortgaged Property (or any amendment issued upon completion of any alteration) by the appropriate Governmental Authority. (v) The Administrative Agent shall have received (i) an environmental assessment report in form, scope and substance reasonably satisfactory to the Lenders, from Dames & ▇▇▇▇▇, as to any material environmental hazards, liabilities or Remedial Action to which the Borrower or any of the Subsidiaries may be subject and the Lenders shall be reasonably satisfied with the nature and cost of any such hazards, liabilities or Remedial Action and with the Borrower's plans with respect thereto and (ii) written evidence of compliance with the New Jersey Industrial Site Recovery Act pursuant to paragraph (I) of Annex A to the Merger Agreement. (w) The Lenders shall have received a solvency letter from Valuation Research Corporation satisfactory to the Lenders confirming the solvency of the Borrower after giving effect to the Acquisition. (x) The Administrative Agent shall have received evidence reasonably satisfactory to it of the termination or cancellation of, and payment in full of all amounts outstanding under or in respect of, (i) the Credit Agreement dated as of November 25, 1992, among the Closing DateBorrower, the Banks named therein and Citibank, N.A., as agent, (ii) the Standby Letter of Credit Agreement dated October, 1992, between the Borrower and Mellon Bank, N.A., (iii) the $10,000,000 promissory note dated November 22, 1994, from the Borrower to Midlantic National Bank and (iv) the Financing Agreement dated March 9, 1992, between Danbury Pharmacal Puerto Rico, Inc. (formerly known as Danbury Pharmacal Caribe, Inc.), and Banco Popular de Puerto Rico.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion in form and substance reasonably satisfactory to the Administrative Agent, of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2each local counsel listed on Schedule 4.02(a), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent, on behalf of itself, the Arrangers, the Lenders and the Issuing Bank, shall have received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Administrative Agent to the effect that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentcomparable entity) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State; State (or comparable entity), (ii) a certificate of the Secretary or Assistant Secretary (or a Responsible Officer) of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentcomparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary (or Responsible Officer) executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer or Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of the Closing Date4.01.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇▇, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.2(a), substantially to the effect set forth in Exhibit F-2E-2, in each case case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.1. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (g) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (i) Each of the Mortgages, substantially in the form of Exhibit F, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Administrative Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.2, (iii) each of such Mortgages shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a customary written opinion of (i) Weil, Gotshal Winston & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Escrow Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)formation, including all amendments thereto, of each Loan Partythe Escrow Borrower, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationDelaware, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party the Escrow Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Escrow Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party the Escrow Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors of such Loan Party the Escrow Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person the Escrow Borrower is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation of such Loan Party the Escrow Borrower have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partythe Escrow Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Escrow Borrower, confirming compliance with the conditions precedent set forth in paragraph Sections 4.02(e), (nf) of this Section 4.02 as of the Closing Dateand (i).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion opinions of (i) Weil, Gotshal Winston & ▇▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties, and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP▇▇▇▇, substantially General Counsel of the Loan Parties, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate of formation or articles certificate of incorporation (or other similar formation document)limited partnership, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationObligor, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party Obligor as of a recent date, from such the Secretary of StateState of such Obligor’s State of formation; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Obligor or general partner or sole member thereof dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, limited liability company agreement or equivalent) limited partnership agreement, as applicable, including all amendments thereto, of such Loan Party Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors members (or equivalent body) of such Loan Party Obligor authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles certificate of incorporation limited partnership, as applicable, of such Loan Party have Obligor has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyObligor or general partner or sole member thereof; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. ; (civ) The copies of each Management Agreement, and the Shareholder Purchase Agreement, the Merger Sub Note and the Windsor Note (in each case, including any amendments thereto, including amendments to increase the termination period thereof to a period reasonably satisfactory to the Administrative Agent shall have received a certificateAgent), dated the Closing Date and signed certified by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth Borrower to be true and complete and in paragraph (n) of this Section 4.02 as of effect on the Closing DateDate and in each case in form and substance satisfactory to the Administrative Agent; and (v) such other documents as the Lenders or the Administrative Agent may reasonably request.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party and, to the extent a Note is requested by any Lender, a signature page to such Note or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and, to the extent a Note is requested by any Lender, a signature page to such Note. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion of (i) Weil, Gotshal O’Melveny & ▇▇▇▇▇▇ LLP, special New York counsel for Holdings the Loan Parties, in form and the Borrower, substantially substance reasonably satisfactory to the effect set forth in Exhibit F-1 Administrative Agent and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially local counsel reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Issuing BankClosing Date, the Administrative Agent and the Lenders, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or and memorandum and articles of incorporation (incorporation, certificate of limited partnership or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) (where such certification is available in the relevant person’s jurisdiction of incorporation) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (or similar concept, to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary or similar officer of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member or equivalent body) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or memorandum and articles of incorporation incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and ; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) [Reserved.]; and (v) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (cd) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC or PPSA financing statement (or the appropriate equivalent) or the delivery of stock certificates and the security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (and federal tax Liens) (or PPSA or other equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released, or shall be released upon the funding of the Loans. (e) After giving effect to any Borrowing and any issuance of a Letter of Credit on the Closing Date, Availability shall not be less than $55.0 million. (f) The Administrative Agent and The Bank of New York Mellon Trust Company, N.A. shall have executed the Acknowledgment and the Loan Parties shall have executed the “Obligor Acknowledgment” attached thereto, and the Administrative Agent shall have received fully executed copies (which may be electronic copies) thereof. (g) The Lenders shall have received the financial statements referred to in Section 3.05. (h) On or prior to the Initial Borrowing Date and substantially concurrently with the incurrence of Loans and the use of such Loans to refinance the extensions of credit under the Existing Credit Facility Agreement on such date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Facility Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Facility Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Facility Agreement (other than the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement) shall have been terminated. (i) On the Closing Date and substantially concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Indebtedness under the Existing Credit Facility Agreement created pursuant to the security documentation relating to the Existing Credit Facility Agreement shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent, if requested, (w) payoff letters, in form and substance reasonably satisfactory to the Administrative Agent, (x) proper termination statements (Form UCC-3, PPSA-2C or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or PPSA-1C or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Facility Agreement, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages, hypothecs and deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations under the Existing Credit Facility Agreement, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (j) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have outstanding no Indebtedness and the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Second Lien Notes, and (iii) other Indebtedness permitted pursuant to Section 6.01. (k) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by the Chief Financial Officer of Holdings confirming the solvency of Holdings, the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (l) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Shearman & Sterling LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (m) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.02 of this Agreement. (n) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act. (o) The Borrower shall have used commercially reasonable efforts to have received a corporate credit rating by S&P and a corporate family rating by ▇▇▇▇▇’▇. (p) The Administrative Agent shall have received a Borrowing Base Certificate. (q) Since December 31, 2010, there has been no event, change, occurrence, condition or circumstance that, either individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, property, assets, liabilities, operations or condition (financial or otherwise) of Holdings, the Borrower and their Subsidiaries, taken as a whole, the ability of the Loan Parties to perform their obligations under the Loan Documents, or the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders thereunder For purposes of determining compliance with the conditions precedent set forth specified in paragraph (n) of this Section 4.02 as 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing DateDate specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Willkie Farr & ▇▇▇▇▇▇ LLPGallagher, counsel for Holdings and the Borrower, ▇▇▇▇▇▇▇▇▇▇▇▇y t▇ ▇▇▇ ▇▇▇ect set forth in Exhibit E-1, and (ii) each local counsel listed on Schedule 4.2(a), substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.1. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (g) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (h) [Reserved]. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.2 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Administrative Agent on behalf of the Secured Parties as additional insured, in form and substance satisfactory to the Administrative Agent.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, substantially to each as special counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Liens expressly permitted by Section 6.02 or have been, or will be simultaneously or substantially concurrently with the conditions precedent set forth closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in paragraph Section 3.05. (nf) [Reserved.] (g) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of this Section 4.02 all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (h) The Collateral and Guarantee Requirement, other than those items specified on Schedule 5.13, shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent and the Lenders shall have received on or prior to five Business Days prior to the Closing Date all documentation and other information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)), required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (j) The Closing Date Refinancing shall have been consummated concurrently with the transactions contemplated by this Agreement. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, the L/C Issuer and the Issuing BankLenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Collateral Agent, the L/C Issuer and the Lenders, Lenders and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received with respect to each Loan Party, each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles Organization Documents of incorporation (or other similar formation document), including all amendments thereto, of each such Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party); (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) Organization Documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation Organization Documents of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and and (iii) a certificate of another a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (cd) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parent, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released concurrently with the closing of the Transactions on the Closing Date. (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming the solvency of Parent and its subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (h) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible the Chief Financial Officer of the BorrowerParent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). For purposes of determining compliance with the conditions precedent set forth specified in paragraph (n) of this Section 4.02 as 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing DateDate specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPF, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinionsopinion. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentequivalent organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Intercreditor Agreement shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The other Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons as indicated on such Perfection Certificate, and such other jurisdictions as may be reasonably specified by the Collateral Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (ii) Except as otherwise consented to by the Collateral Agent, all outstanding Equity Interests in any GGS Company owned directly by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties shall not be required to pledge more than 66% of the outstanding voting Equity Interests in any Foreign Subsidiary) and the Collateral Agent shall have received all certificates or other instruments representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank. (iii) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or record such Liens to the extent, and with the priority, required by the Security Documents, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and an insurance broker’s letter with respect to, the insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, of the effectiveness of the Borrower’s existing key man insurance policies. (i) The Borrower shall have received gross cash proceeds of not less than $50,000,000 from borrowings under the Second Lien Credit Agreement (not taking into account any original issue discount). The terms and conditions of the Second Lien Credit Agreement and the provisions of the Second Lien Loan Documents shall be satisfactory to the Administrative Agent. The Administrative Agent shall have received copies of the Second Lien Loan Documents, certified by a Financial Officer as being complete and correct. (j) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Debt or preferred stock other than (i) Debt outstanding under this Agreement, (ii) Debt outstanding under the Second Lien Credit Facility, (iii) the Series A Preferred Stock and (iv) Debt set forth on Schedule 3.20. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.15. (l) The Credit Facilities shall have received a debt rating from ▇▇▇▇▇’▇ and from S&P and the Borrower shall have received a public corporate family rating from ▇▇▇▇▇’▇ and a public corporate credit rating from S&P. (m) The Administrative Agent shall have received evidence in form and substance satisfactory to it that the Total Leverage Ratio on the Closing Date, after giving pro forma effect to the Transactions, does not exceed 3.99 to 1.00. (n) The Administrative Agent shall have received a certificate from the chief financial officer of this Section 4.02 the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are Solvent. (o) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any litigation, governmental, administrative or judicial action, actual or threatened in writing, that would reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (p) The Administrative Agent shall have received evidence that, as of the Closing Date, the procedures with respect to cash management required by the Security Documents have been established and are currently being maintained by each Loan Party, together with account control agreements duly executed by each such Loan Party and the other parties thereto in connection therewith. (q) No later than the fifth Business Day prior to the Closing Date, the Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including analogous documents) and all amendments thereto, thereto of each Loan Party, Party certified as of a recent date by the Secretary of State (or equivalentother appropriate Governmental Authority) of the state (or country) of its organization, and a certificate of legal existence and, if available in organization or such jurisdiction, other evidence as is reasonably satisfactory to the Administrative Agent; (ii) a certificate as to the good standing (or other analogous certification to the extent available) of each Loan Party as of a recent date, from such the appropriate Secretary of StateState (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentsuch other analogous documents to the extent available) of such Loan Party as in effect on the Closing Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person it is a party andparty, and in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalentother analogous certification or such other evidence reasonably satisfactory to the Administrative Agent) or state certified copies of such documents furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiiv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiiii) above; and (v) such other documents as the Administrative Agent, the Lenders or the Issuing Bank may reasonably request. (b) The Administrative Agent shall have received a certificate of the Borrower, dated the Effective Date and signed by a Financial Officer of the Borrower confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date. (d) The Administrative Agent shall have received a certificatefavorable written opinion of ▇▇▇▇▇ Lovells US LLP, special counsel to the Borrower and the Guarantors, each dated the Closing Effective Date and addressed to the Administrative Agent, the Lenders and the Issuing Bank, in form and substance satisfactory to the Administrative Agent and the Lenders, and the Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent. (e) Neither the Borrower nor any of its Restricted Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Effective Date. (f) The Existing Credit Agreement and all commitments thereunder to lend shall have been terminated, all letters of credit issued thereunder shall have been terminated or shall constitute Existing Letters of Credit, all amounts outstanding thereunder shall have been paid in full and all Liens, if any, securing any obligations thereunder or under any related agreement shall have been permanently released and the Administrative Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (g) The Administrative Agent shall have received counterparts of all Loan Documents signed by a Responsible Officer on behalf of each applicable Loan Party. (h) The Loan Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Borrower, confirming compliance Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions precedent set forth on any of the Loan Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in paragraph the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. (ni) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Section 4.02 as Agreement or the other Loan Documents or the consummation of the Closing transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (j) The Borrower and each Guarantor shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notices shall be conclusive and binding.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil▇▇▇▇, Gotshal Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and G-1, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2G-2 and (iii) FCC counsel, substantially to the effect set forth in Exhibit G-3, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestCollateral Agent, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, and in the case of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState or other applicable similar Governmental Authority; (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, operating agreement or equivalent) similar governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation incorporation, equivalent organizational document, by-law, operating agreement or similar governing document of such Loan Party have not been amended (in the case of the articles of incorporation of each Loan Party since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and the Lenders shall have received all applicable Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers hereunder, under the Fee Letter or under any other Loan Document. (i) The Guaranty shall have been duly executed by each Loan Party that is to be a party thereto. Upon the proper filing and recordation, as applicable, of financing statements and other Security Documents, the Collateral Agent, on behalf of the Secured Parties will have a perfected security interest in the Collateral of the type and priority described in each Security Document. (e) The Collateral Agent shall have received (i) a supplement to the Security Agreement executed by each Person that is to be a party thereto and such supplement shall be in full force and effect on the Closing Date, (ii) a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Lead Borrower, (iii) the results of a search of the UCC filings made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive officer of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent, that the Liens indicated in any such UCC would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (f) The Administrative Agent shall have received a certificatecopy of, dated or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent or, as applicable, the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (g) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Indebtedness shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrowers and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness set forth on Schedule 6.01. (h) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of Holdings. (i) The Lenders shall have received at least 3 calendar days prior to the Closing Date (unless otherwise agreed by the Joint Lead Arrangers), to the extent requested by the Administrative Agent at least 5 Business Days prior to the Closing Date, all documentation and signed other information required by a Responsible Officer regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) The Administrative Agent shall have received the Historical Financial Statements. (k) The Administrative Agent shall have received pro forma consolidated financial statements of the BorrowerParent and its Subsidiaries and related pro forma consolidated statement of income of the Parent and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least 45 days prior to the Closing Date, confirming prepared after giving effect to the Transaction as if the Transaction 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 other financial statements), which need not be prepared in compliance with Regulation S-X, or include adjustments for purchase accounting. (l) (i) Since April 4, 2013, there shall not have occurred any Material Adverse Effect of the conditions precedent type set forth in paragraph clause (nA) of this Section 4.02 as the definition thereof and (ii) there shall not have occurred any Material Adverse Effect of the type set forth in clauses (B) and (C) of the definition thereof. (m) The receipt of a public rating of each Term Loan Facility by each of S&P and ▇▇▇▇▇’▇ and (y) a public corporate rating from S&P and a public corporate family rating from ▇▇▇▇▇’▇, which ratings shall remain in full force and effect on the Closing Date.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Thai Borrower and each other Loan Party (i) a counterpart of this Agreement and each other Loan Document to which such Loan Party or the Thai Borrower is a party signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion opinions of (i) Weil, Gotshal ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as New York counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as Delaware counsel for the Loan Parties, and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP(Thailand) Limited, substantially as Thai counsel to the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received (i) a copy solvency certificate substantially in the form of Exhibit G attached hereto, from the certificate or articles of incorporation chief financial officer (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentofficer with reasonably equivalent duties) of the state of Holdings, certifying that Holdings and its organizationsubsidiaries, and on a certificate of legal existence and, if available in such jurisdiction, a certificate as consolidated basis after giving effect to the good standing of each Loan Party as of a recent dateTransactions and the other transactions contemplated hereby, from such Secretary of State; are solvent and (ii) with respect to the Loan Parties and the Thai Borrower, (A) customary certificates of a certificate Responsible Officer of the Secretary Borrower or Assistant Secretary of each Loan Party Holdings dated the Closing Date and certifying (A) that attached thereto is a true and complete copy copies of the by-laws organizational documents of each Loan Party and the Thai Borrower attached thereto and customary resolutions or other evidence of authorization and incumbency of authorized officers of each Loan Party and the Thai Borrower and (or equivalentB) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) As of the Closing Date, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such Loan Party date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in effect on which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (e) On the Closing Date and at all times since a date immediately after such Credit Event, as applicable, no Event of Default or Default shall have occurred and be continuing. (f) At least three Business Days prior to the date of Closing Date, the resolutions described in clause (B) below, (B) that attached thereto is Administrative Agent shall have received a true and complete copy of resolutions Borrowing Request as required by Section 2.03 (or equivalenta Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03). (g) duly adopted by The Administrative Agent shall have received the Board of Directors of such Loan Party authorizing financial statements referred to in Section 3.05(b). (h) On or substantially concurrently with the executionClosing Date, delivery after giving effect to the Transactions and performance of the Loan Documents to which such person is a party and, in the case of the Borrowerother transactions contemplated hereby, the borrowings hereunder, and that such resolutions Refinancing shall have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause occurred. (i) above, and (D) as The Agents shall have received all fees payable thereto or to any Lender on or prior to the incumbency Closing Date pursuant to the Fee Letters and specimen signature reimbursement or payment of each officer executing all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as prior to the incumbency and specimen signature Closing Date (which amounts may be offset against the proceeds of the Secretary or Assistant Secretary executing Loans), in each case, to the certificate pursuant extent invoiced at least three Business Days prior to clause (ii) abovethe Closing Date. (cj) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date (k) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by certificate of a Responsible Officer of Holdings or the BorrowerBorrower certifying that since December 31, confirming 2023, there has been no event or circumstance that, individually or in the aggregate with other events and circumstances, has had or would reasonably be expected to have a Material Adverse Effect. (l) The Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information (including Beneficial Ownership Certifications) about any Loan Party and the Thai Borrower required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, as is reasonably requested in writing by such Administrative Agent or any Lender at least ten business days prior to the Closing Date. For purposes of determining compliance with the conditions precedent set forth specified in paragraph (n) of this Section 4.02 as 4.02, each Lender and Issuing Bank shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders or the Issuing Banks unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender or Issuing Bank prior to the Closing DateDate specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Issuing Banks and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, substantially to as special counsel for the effect set forth in Exhibit F-2, in each case Loan Parties (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (h) Except as set forth in paragraph Schedule 5.12 (nwhich, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) of this Section 4.02 and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date. On or prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (j) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Sections 4.01(b) and (c) hereof. (k) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any of the Subsidiaries shall have any third party Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Roll-Over Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date, (ii) other Indebtedness incurred for capital expenditures or working capital purposes and (iii) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. For purposes of determining compliance with the conditions specified in Section 4.01 and this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent and the Syndication Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal King & ▇▇▇▇▇▇ LLPSpalding, counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 H-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, each foreign counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent, the Syndication Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent or the Syndication Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Banks and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent. (c) The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-by- laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a sincea date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably request. (cd) The Administrative Agent and the Syndication Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Parent Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and each of the Borrowers and the Guarantors shall have duly and validly pledged thereunder all the shares of capital stock or other equity interests held by them in their direct Subsidiaries to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; PROVIDED that (i) neither the Parent Borrower nor any Guarantor that is a Domestic Subsidiary shall be required to pledge the capital stock of Societe Anonyme De La Metairie or more than 65% of the capital stock of any other Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any of its Foreign Subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent or the Syndication Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released or documents providing for the release of such financing statements (or similar documents) have been delivered to the Collateral Agent. (i) The Guarantee Agreement shall have been duly executed by each Guarantor, shall have been delivered to the Collateral Agent and shall be in full force and effect. (j) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by each Loan Party, shall have been delivered to the Collateral Agent and shall be in full force and effect. (k) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Parent Borrower. (l) Substantially contemporaneously with the first Credit Event, the Borrowers shall have repaid in full the principal of all loans outstanding, interest thereon and other amounts due and payable under the Existing Credit Agreement and under each other agreement related thereto, and the Administrative Agent and Syndication Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto, (ii) the cancellation of all commitments thereunder (other than the existing letters of credit that the Back-up Letters of Credit support) and (iii) the termination of all related agreements and guarantees and security interests granted by any Loan Party or any Subsidiary or any other person in connection therewith and the discharge of all obligations or interests thereunder. (m) After giving effect to the Transactions, the Borrowers and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the Loans hereunder and (b) the Indebtedness set forth on Schedule 6.01(a) or otherwise permitted pursuant to Section 6.01. (n) of this Section 4.02 as The Lenders shall be satisfied that the consummation of the Transactions will not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, (A) any indenture relating to any existing Indebtedness of any Loan Party or any subsidiary of any Loan Party that is not being repaid, repurchased or redeemed in full on or prior to the Closing DateDate in connection with the Transactions or any other indenture of any Loan Party or any subsidiary of any Loan Party to be in effect after the Closing Date or (B) any other material agreement of any Loan Party or any subsidiary of any Loan Party. (o) The Administrative Agent and the Syndication Agent shall have had the opportunity to review existing environmental reports in form, scope and substance reasonably satisfactory to them, as to any environmental hazards, liabilities or Remedial Action to which any Borrower or any of the Subsidiaries may be subject and shall be reasonably satisfied with the nature and cost of any such hazards, liabilities or Remedial Action and with the applicable Borrower's or applicable Subsidiary's plans with respect thereto. (p) The Administrative Agent and the Syndication Agent shall be reasonably satisfied with the corporate structure of the Parent Borrower and the Subsidiaries. (q) There shall not have occurred any event, or none of the Administrative Agent, the Syndication Agent or the Lenders shall have discovered or otherwise become aware of information not previously known by the Administrative Agent, the Syndication Agent or any such Lender that, in each case, in the reasonable judgment of the Administrative Agent, the Syndication Agent or the Required Lenders, could reasonably be expected to have a Material Adverse Effect.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially special counsel for the Loan Parties and Crestwood Equity Partners and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2, in each case Administrative Agent (A) dated the Closing Date, Date and (B) addressed to the each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to in each case as of the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestClosing Date, and Holdings each Loan Party and the Borrower Crestwood Equity Partners hereby request such instruct their counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party and Crestwood Equity Partners each of the following: (i) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan PartyParty and Crestwood Equity Partners, (A) in the case of the formation documents of a registered entity, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party and Crestwood Equity Partners as of a recent date, date from such Secretary of StateState (or other similar official) or (B) in the case of other constitutional documents, certified by the Secretary, Assistant Secretary, other senior officer, or the general partner, managing member or sole member, of each such Loan Party and Crestwood Equity Partners; and (ii) a certificate of the Secretary Secretary, Assistant Secretary, Director, President or Assistant Secretary other senior officer or the general partner, managing member or sole member, of each Loan Party and Crestwood Equity Partners, in each case dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Loan Party and Crestwood Equity Partners as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, Date, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party and Crestwood Equity Partners (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and the Parent Guarantee, as applicable and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document Document, the Parent Guarantee or any other document delivered in connection herewith on behalf of such Loan Party; Party and Crestwood Equity Partners, as applicable, and (iiiD) a certificate of another officer as to the incumbency absence of any pending proceeding for the dissolution or liquidation of such Loan Party and specimen signature Crestwood Equity Partners or, to the knowledge of such Person, threatening the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party and Crestwood Equity Partners. (cd) The Subject to any items on Schedule 5.14, the Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (e) The Merger shall have been consummated or shall be consummated substantially contemporaneously with the conditions precedent set forth closing under this Agreement. (f) The Lenders shall have received a solvency certificate substantially in paragraph the form of Exhibit F and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions. (ng) of this Section 4.02 as of The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, under any Loan Document or under the Parent Guarantee.

First Credit Event. On the Closing Date: (a) The Administrative Agent Agents shall have received, on behalf of itselfthemselves, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) WeilVins▇▇ & ▇lki▇▇ ▇.▇.P., Gotshal & U.S. counsel for the Borrowers, substantially to the effect set forth in Exhibit H-1, and (ii) Fraser Miln▇▇ ▇▇▇▇▇▇ LLPgrain, Canadian counsel for Holdings and to the Canadian Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)amalgamation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) other relevant Governmental Authority of the state or jurisdiction of its organizationorganization or, in the case of any corporation organized and existing under the laws of Alberta, an officer of the Loan Party, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing or tax status of each Loan Party as of a recent date, from such Secretary of StateState or other relevant Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles of incorporation or amalgamation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The U.S. Pledge Agreement shall have been duly executed by the parties thereto and delivered to the U.S. Collateral Agent and shall be in full force and effect, and (i) all the outstanding Equity Interests of each Domestic Subsidiary and (ii) 65% of the voting Equity Interests and 100% of the nonvoting Equity Interests (if any) of each Foreign Subsidiary directly owned by the U.S. Borrower or any Domestic Subsidiary, shall have been duly and validly pledged thereunder to the U.S. Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such shares, if any, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the U.S.

First Credit Event. On The initial Credit Event on the Original Closing DateDate (and the obligations of the Lenders and/or the Issuing Bank, as applicable, in respect thereof) shall be subject to satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party either (i) a counterpart of this Agreement and each other Loan Document (other than any Loan Document to be delivered pursuant to Section 5.15) signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement and each such other Loan Document) that such party has signed a counterpart of this Agreement and each such other Loan Document; (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, the Issuing Banks and the Issuing BankLenders, a the favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties in form and the Borrower, substantially substance reasonably satisfactory to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPAdministrative Agent, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Original Closing Date, (B) Date and addressed to the Issuing BankAdministrative Agent, the Administrative Agent Collateral Agent, the Issuing Banks and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.; (bc) The Administrative Agent shall have received with respect to the Administrative Borrower and each other Loan Party (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, Organizational Documents certified to be true and complete as of a recent date by the Secretary of State (or equivalent) appropriate Governmental Authority of the state or jurisdiction of its incorporation, formation or organization, where applicable, and certified by a certificate Secretary or Assistant Secretary of legal existence andsuch Loan Party to be true and complete as of the Original Closing Date, if available in such jurisdiction, and a certificate as to the good standing of each such Loan Party as of a recent date, from in such Secretary of Statejurisdiction; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party substantially in the form of Exhibit Q dated the Original Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (limited liability company agreement, limited partnership agreement or equivalent) of such Loan Party bylaws, as applicable as in effect on the Original Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or other governing body of such Loan Party (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation incorporation, formation or organization, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.; (cd) The Administrative Agent and the Collateral Agent shall have received, on or before the Original Closing Date, all documents and instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested by the Collateral Agent (to the extent required by the Guarantee and Collateral Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Collateral Agent for such filing, registration, publication or recordation shall have been made; (e) The Collateral Agent shall have received from the applicable Loan Parties, with respect to each Mortgaged Property specified on Schedule 1.01(a), the following documents and instruments: (i) a certificateMortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Collateral Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Encumbrances and shall be prior and superior in right to any other Person other than with respect to Permitted Priority Encumbrances, in each case, applicable to such Mortgaged Property; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to and reasonably required by the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, other than Permitted Encumbrances, and providing for such other affirmative insurance and endorsements (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property), provided that such affirmative insurance and endorsements are available in the applicable jurisdictions at commercially reasonable rates, and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable and are available in the relevant jurisdiction; (iii) Either (x) American Land Title Association/American Congress on Surveying and Mapping form surveys or such other forms of surveys as are reasonably acceptable to Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before the Original Closing Date (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and signed the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a Responsible Officer land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than (a) Permitted Encumbrances and (b) encroachments and other defects reasonably acceptable to the Administrative Agent, or (y) in lieu of such aforementioned surveys, such affidavits, certificates, information and/or instruments of indemnification as may be reasonably acceptable to the title companies issuing the Mortgage Policies in order to issue the applicable Mortgage Policies in accordance with Section 4.02(e)(ii); (iv) policies or certificates of insurance of the Borrowertype required by Section 5.02; (v) evidence of flood insurance required by Section 5.02(c), confirming compliance in form and substance reasonably satisfactory to Administrative Agent; (vi) all such other items as shall be necessary in the reasonable opinion of counsel to the Lenders to create a valid and perfected first priority mortgage Lien on such Mortgaged Property, subject only to Permitted Encumbrances; and (vii) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the conditions precedent set forth in paragraph (n) of this Section 4.02 as enforceability and validity of the Closing Date.Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders other Agents and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and I-1, (ii) ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Bockius LLP, special Pennsylvania counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-2I-2 and (iii) local counsel satisfactory to the Agents, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions Transaction as the Administrative Agent Agents shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Agents and to the Lenders. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (iA), (B) and (C) below: (A) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each such Loan Party as of a recent date, date from such Secretary of StateState or (y) in the case of a partnership or of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiB) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or, its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (Cy) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (iA) above, and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiC) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiB) above; and (b) such other documents as the Agents and the Lenders may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of Section 4.01 and (except to the extent that any such condition is required to be satisfactory or determined by the Lenders and/or the Agents) paragraphs (j), (k) and (l) of this Section 4.02 4.02. (e) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all Certificated Securities (as such term is defined in the Pledge Agreement), shall have been delivered to the Collateral Agent, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral, (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral and (z) together with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken; and (ii) the Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (g) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph (as well as any jurisdictions where such Uniform Commercial Code filings would have been made pursuant to the Uniform Commercial Code as in effect in the relevant States prior to July 1, 2001), together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction requested by the Administrative Agent, in each case accompanied by evidence satisfactory to the Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 6.02 or have been released. (i) Each of the Mortgages, substantially in the form of Exhibit D with appropriate changes for local law, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 6.02, (iii) a lender's title insurance policy, paid for by the Borrower, in form and substance acceptable to the Agents, insuring such Mortgage as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 6.02 or otherwise agreed to by the Agents) shall have been received by the Administrative Agent and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Administrative Agent, insuring the Mortgages as valid first Liens on the Mortgaged Properties, free of Liens other than those expressly permitted under Section 6.02 or otherwise agreed to by the Agents, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or this Agreement or as reasonably requested in writing by the Agents or the Lenders. (i) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Agents. (j) The Refinancing and the other portions of the Transaction shall have been consummated in all material respects simultaneously with the incurrence of the initial Loans hereunder in accordance with applicable law and all related documentation, in each case in the form previously approved by the Administrative Agent, and otherwise on terms reasonably satisfactory to the Agents. Furthermore, all other conditions to the obligations of Holdings and its Affiliates set forth in the documents governing each portion of the Transaction shall have been satisfied in all material respects without giving effect to any waivers or amendments adverse to Holdings and its Subsidiaries or the Lenders not approved by the Administrative Agent. (k) After giving effect to the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding Indebtedness or preferred equity, except as permitted by Sections 6.01 and 6.04. (l) All necessary material governmental and material third party approvals and/or consents in connection with the Transaction, the transactions contemplated by the Loan Documents and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the Transaction or the transactions contemplated by the Loan Documents or otherwise referred to herein. (m) All agreements relating to, and the corporate and capital structure of, Holdings and its Subsidiaries, in each case as the same will exist after giving effect to the consummation of the Transaction, shall be reasonably satisfactory to the Agents. (n) All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Agents or payable in respect of the Transaction, shall have been paid to the extent due and invoiced. (o) The Lenders shall have received a solvency certificate from the Chief Financial Officer of Holdings, in form and substance reasonably satisfactory to the Agents, setting forth the conclusions that, after giving effect to the Transaction and the incurrence of all the financings contemplated herein, each of Holdings, individually, Holdings and its Subsidiaries, taken as a whole, the Borrower, individually, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature. (p) The Administrative Agent shall have received (i) historical financial statements for Holdings and its Subsidiaries for each quarterly period ended after September 30, 2002 and twenty Business Days or more prior to the Closing Date (other than the quarterly period ending December 31, 2002), (ii) a pro forma opening balance sheet of Holdings and its Subsidiaries after giving effect to the Transaction and (iii) projections through December 31, 2007 for Holdings and its Subsidiaries after giving effect to the Transaction (it being understood that the projections previously delivered to the Administrative Agent are satisfactory), all of which financial statements or projections shall be consistent in all material respects with the financial information previously provided to the Administrative Agent by Holdings. (q) On the Closing Date, the Administrative Agent shall have received an Officers' Certificate (as defined in each of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture), dated the Closing Date and signed on behalf of the Borrower by a Responsible Officer of the Borrower, (I) certifying that this Agreement and the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Total Revolving Credit Commitment on the Closing Date) are permitted under Section 4.04 of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture and (II) containing financial calculations (in form and substance reasonably satisfactory to the Administrative Agent) establishing compliance with the Fixed Charge Coverage Ratio (as defined in each of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture) of greater than 1.75:1.0 (after giving effect to the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Revolving Credit Commitment on the Closing Date)) as required by the proviso to Section 4.04 of each of the Senior Subordinated Notes Indenture and the Holdings Discount Note Indenture. (r) On the Closing Date, the total commitments in respect of the Existing Credit Agreement shall have been terminated, and all loans and notes (together with interest thereon) with respect thereto shall have been repaid in full, all letters of credit issued thereunder shall have been terminated (or incorporated as Existing Letters of Credit hereunder) and all other amounts (including premiums) owing pursuant to the Existing Credit Agreement shall have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall have been terminated (except as to indemnification and similar provisions, which may survive to the extent provided therein) and be of no further force and effect. In addition, the creditors in respect of the Existing Credit Agreement shall have terminated and released all security interests in and Liens created pursuant to any security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all such assets to the Borrower or the relevant Loan Party. The Administrative Agent shall have received evidence that the matters set forth in this Section 4.02(r) have been satisfied on such date. 77

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil▇▇▇▇, Gotshal & Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The MHE Acquisition shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement in accordance with applicable law and the terms and conditions precedent of the MHE Acquisition as set forth in paragraph the Purchase Agreement, without giving effect to any amendment, waiver, consent or other modification thereof by AcquisitionCo that is materially adverse to the interests of the Lenders (nin their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld or delayed). (f) Prior to, simultaneously, or substantially concurrently with the closing under this Agreement, the Co-Investors shall have contributed an aggregate amount in cash in the form of common equity or other Equity Interests on terms reasonably acceptable to the Administrative Agent, and which shall be further contributed as common equity to the Borrower and the PreK-12 Borrower, consisting of at least $800,000,000 of cash equity, $50,000,000 of which shall be contributed to the PreK-12 Borrower (the “Equity Financing”). (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (h) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any of the Subsidiaries shall have any Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), (ii) the First Lien Notes, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Purchase Agreement as in effect on November 25, 2012 and without giving effect to any consents thereunder and (iv) other Indebtedness permitted under Section 6.01. (i) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (j) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) Except as set forth in Schedule 5.10 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02 4.02) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (l) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. (m) Since the date of the Purchase Agreement, there shall not have occurred any “Material Adverse Effect” as defined in the Purchase Agreement. (n) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Section 4.01(b)(i) and Section 4.02(m) hereof. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Effective Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written an opinion of (i) Weil▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, special New York and Delaware counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) Effective Date and addressed to the each Issuing Bank, the Administrative Agent and the Lenders, in form and (C) covering such other matters relating substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other senior officer of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause Effective Date, (B) below, (B1) that attached thereto is a true and complete copy of resolutions (or equivalent) written consent duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of legal existence incorporation or good standing (or equivalent) or state certified copies of such documents organization furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other senior officer executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Officer of the Borrower, confirming certifying compliance with the conditions precedent set forth in paragraph Sections 4.01(b) and (nc), as applicable. (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Effective Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter or under any other Loan Document. (f) The Security Documents required to be executed and delivered on the Effective Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Agreement) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents , and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Effective Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Effective Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) Substantially concurrently with the initial funding of the Loans hereunder, including by use of the proceeds thereof, the Effective Date Refinancing shall be consummated. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Effective Date, by funding the Loans hereunder or issuing a Letter of Credit on the Effective Date, the Administrative Agent, each Lender and each Issuing Bank, as of applicable, shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Closing DateAdministrative Agent, such Lender or such Issuing Bank, as the case may be.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLPDay, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or members of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b), (c) and (d) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Administrative Agent and the Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (i) The business combination contemplated under the Merger Agreement shall have been, or substantially simultaneously with extension of Commitments on the Closing Date shall be, consummated in accordance with the terms of the Merger Agreement and applicable law, without giving effect to any amendment, modification or waiver of any material term or condition of the Merger Agreement not approved by the Required Lenders. The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and a correct copy thereof. (j) The Borrower shall have received the net proceeds from the issuance of the Senior Secured Notes. The terms and conditions of the Senior Secured Notes and the provisions of the Senior Secured Note Documents shall be satisfactory to the Lenders. The Administrative Agent shall have received copies of the Senior Secured Note Documents, certified by a Financial Officer as being complete and a correct copy thereof. (k) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Secured Notes and (c) Indebtedness set forth on Schedule 6.01. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (m) The Administrative Agent shall have received a certificate, in form and substance satisfactory to the Administrative Agent, from the chief financial officer of the Borrower certifying that the Borrower and the Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (n) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The Alabama Revolving Credit Agreement shall have been, or substantially simultaneously with extension of this Section 4.02 as Commitments on the Closing Date shall be, amended in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received copies of the Alabama Revolving Credit Agreement, certified by a Financial Officer as being complete and a correct copy thereof. (q) Each Lender that has requested at least two (2) Business Days prior to the Closing DateDate a promissory note pursuant to Section 2.04(e) shall have received such promissory note.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially special counsel for the Loan Parties and Crestwood Equity Partners and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2, in each case Administrative Agent (A) dated the Closing Date, Date and (B) addressed to the each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to in each case as of the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestClosing Date, and Holdings each Loan Party and the Borrower Crestwood Equity Partners hereby request such instruct their counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party and Crestwood Equity Partners each of the following: (i) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan PartyParty and Crestwood Equity Partners, (A) in the case of the formation documents of a registered entity, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party and Crestwood Equity Partners as of a recent date, date from such Secretary of StateState (or other similar official) or (B) in the case of other constitutional documents, certified by the Secretary, Assistant Secretary, other senior officer, or the general partner, managing member or sole member, of each such Loan Party and Crestwood Equity Partners; and (ii) a certificate of the Secretary Secretary, Assistant Secretary, Director, President or Assistant Secretary other senior officer or the general partner, managing member or sole member, of each Loan Party and Crestwood Equity Partners, in each case dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Loan Party and Crestwood Equity Partners as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, Date, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party and Crestwood Equity Partners (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and the Parent Guarantee, as applicable and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document Document, the Parent Guarantee or any other document delivered in connection herewith on behalf of such Loan Party; Party and Crestwood Equity Partners, as applicable, and (iiiD) a certificate of another officer as to the incumbency absence of any pending proceeding for the dissolution or liquidation of such Loan Party and specimen signature Crestwood Equity Partners or, to the knowledge of such Person, threatening the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party and Crestwood Equity Partners. (cd) The Subject to any items on Schedule 5.14, the Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (e) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by a Financial Officer of the Borrower confirming compliance with the conditions precedent solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions. (f) The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, under any Loan Document or under the Parent Guarantee. (g) (x) The representations and warranties set forth in paragraph the Loan Documents and in the Parent Guarantee shall be true and correct in all material respects on and as of the Closing Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (nin which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are expressly qualified by materiality (in which case such representations and warranties shall be true and correct in all respects as of this Section 4.02 the applicable date) and (y) no Default or Event of Default shall have occurred and be continuing on and as of the Closing Date. (h) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clause (g) of this Section 4.02. (i) The Administrative Agent shall have received all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent at least 10 days in advance of the Closing Date. (j) The Administrative Agent shall have received flood hazard determinations and evidence of flood insurance with respect to the Closing Date Real Property, consistent with the first sentence of Section 5.02(c). (k) The Administrative Agent shall have received the financial statements referenced in Section 3.05 (it being understood the filing of any such financial statements with the SEC or in any public proxy statement shall satisfy the respective delivery requirements in this condition). (l) The Administrative Agent (or its counsel) shall have received from Crestwood Equity Partners either (a) a counterpart of the Parent Guarantee signed on behalf of Crestwood Equity Partners or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of the Parent Guarantee) that Crestwood Equity Partners has signed a counterpart of the Parent Guarantee. (m) The Administrative Agent shall have received customary evidence that all fees, accrued interest and principal outstanding under the Existing Credit Agreement as of the Closing Date shall have been paid in full to the lenders under the Existing Credit Agreement.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankCollateral Trustee, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 J-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2J-2, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestCollateral Trustee, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, operating agreement or equivalent) similar governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (d) The Administrative Agent, the Collateral Trustee, the Lead Arrangers and the Lenders shall have received all applicable Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (i) Holdings Guaranty and the Subsidiary Guaranty shall have been duly executed by each Loan Party that is to be a party thereto, (ii) the Security Documents shall have been duly executed by the Collateral Trustee and each Loan Party that is to be a party thereto and (iii) the ABL Intercreditor Agreement and the Collateral Trust Agreement shall have been duly executed by each Person that is to be a party thereto and, in each case, shall be in full force and effect on the Closing Date. Upon the proper filing and recordation, as applicable, of financing statements and other Security Documents, the Collateral Trustee on behalf of the Secured Parties will have a perfected security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Trustee shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Trustee that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) (i) Each of the Security Documents, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Trustee and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) (A) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) and, in connection therewith, the Collateral Trustee shall have received evidence satisfactory to it of each such filing and recordation or (B) a lender’s title insurance policy, in form and substance acceptable to the Collateral Trustee, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Trustee, and (iv) the Collateral Trustee shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed 110% of the fair market value of such mortgaged property, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Trustee and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Trustee or the Administrative Agent. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Trustee as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) The Acquisition shall have been, or substantially simultaneously with the initial funding of Term Loans on the Closing Date shall be, consummated in accordance with applicable law and on the terms described in the Merger Agreement, without giving effect to any amendments thereto or waivers or consents that, in any such case, are materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed). The Administrative Agent shall have received copies of the Merger Agreement (including all schedules, exhibits, amendments, supplements and modifications thereto) and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (j) The Borrower shall have received gross cash proceeds of not less than $750,000,000 from the issuance of the Senior Secured Notes. The terms and conditions of the Senior Secured Notes and the provisions of the Senior Secured Note Documents to the extent not consistent with the terms of the Commitment Letter dated as of February 9, 2010 shall be satisfactory to the Administrative Agent and the Lead Arrangers. The Administrative Agent shall have received copies of the Senior Secured Note Documents, certified by a Financial Officer as being complete and correct. (k) The ABL Credit Agreement shall have become effective and the Borrower shall have borrowed not more than $100,000,000 in revolving loans thereunder. The terms and conditions of the ABL Credit Agreement and the provisions of the ABL Documents to the extent not consistent with the terms of the Commitment Letter dated as of February 9, 2010 shall be satisfactory to the Administrative Agent and the Lead Arrangers. The Administrative Agent shall have received copies of the ABL Documents, certified by a Financial Officer as being complete and correct. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Facilities shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Secured Notes, (c) Indebtedness outstanding under the ABL Credit Agreement, (d) the Subordinated Notes and (e) Indebtedness set forth on Schedule 6.01. (m) The Lenders shall have received the financial statements and opinion referred to in, and prepared in accordance with, Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower or ▇▇▇▇▇▇▇ ▇▇▇▇▇ from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (n) The Administrative Agent shall have received a certificate from the chief financial officer of this Section 4.02 Holdings in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are Solvent. (o) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (p) The Lenders shall have received at least 5 Business Days prior to the Closing Date (unless otherwise agreed by the Lead Arrangers), to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent and the Lead Arrangers shall be satisfied that the ratio of (i) Total Debt (excluding Subordinated Notes) as of the Closing DateDate after giving effect to the Transactions to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters mostly recently ended prior to the Closing Date (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers, and with such further adjustments as set forth in a schedule previously agreed to by the Administrative Agent, the Lead Arrangers and the Borrower, in each case to give pro forma effect to the Transactions as if they had occurred at the beginning of such four-fiscal quarter period), shall be no more than 3.8:1.0. (r) The Borrower shall have received a public corporate credit rating of B- or higher by S&P and a public corporate family rating of B3 or higher by ▇▇▇▇▇’▇, in each case with no negative outlook, and each of the Term Facility and the Senior Secured Notes shall have received a rating of B- or higher by S&P and B3 or higher from ▇▇▇▇▇’▇, in each case with no negative outlook. (s) There shall not have occurred any event, change or condition (i) since June 30, 2009 that, individually or in the aggregate has had, or could reasonably be expected to have, a Closing Date ▇▇▇▇▇▇▇ ▇▇▇▇▇ Material Adverse Effect and (ii) since September 30, 2009 that, individually or in the aggregate has had, or could reasonably be expected to have, a Closing Date Spectrum Material Adverse Effect.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing Date: (a) Date subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) substance customary for senior secured credit facilities in transactions of this kind. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of each of (i) Weil, Gotshal & ▇▇▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇, counsel for Holdings and Chief Legal Officer of the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPL.L.P., special counsel for the Borrower, substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents this Agreement and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Partythe Borrower, certified as of a recent date by the Secretary of State (or equivalent) of the state State of its organizationDelaware, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents relating to the Borrower, this Agreement or the Transactions as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) All principal, interest, fees and other amounts outstanding or due under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated, and the Administrative Agent shall have received satisfactory evidence thereof. (g) The credit facilities provided for by this Agreement shall be rated not lower than BBB by S&P, and the Administrative Agent shall have received satisfactory evidence thereof. (h) The Lenders shall have received all documentation and other information requested by them and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official); (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation incorporation, certificate of limited partnership or certificate of formation of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) a certificate of a Responsible Officer of Holdings or the Borrower certifying that as of the Closing Date (i) all the representations and warranties set forth in Section 4.01 are true and correct and (ii) that as of the Closing Date, no Default or Event of Default has occurred and is continuing or would result from any Borrowing to occur on the date hereof or the application of the proceeds thereof. (ci) The Collateral and Guarantee Requirement shall have been satisfied, (ii) the Administrative Agent shall have received a duly completed Collateral Questionnaire dated the Closing Date, together with all attachments contemplated thereby, (iii) the Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and (iv) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are either permitted by Section 6.02 or have been released (or authorized for release in a manner satisfactory of the Agent). (e) The Lenders shall have received the financial statements, Projections and other financial information referred to in Sections 3.05 and Section 3.14. (f) On the Closing Date, substantially concurrently with the funding of the Loans, Holdings and its Subsidiaries shall have (i) consummated the Merger in all material respects on the terms described in the Merger Agreement and no provisions thereof shall have been waived, amended, supplemented or otherwise modified in a manner adverse to the Lenders in any material respect without the consent of the Administrative Agent and the Administrative Agent under the Second Lien Credit Agreement, (ii) consummated the Equity Financing, (iii) repaid in full all Existing Debt (other than Indebtedness permitted under Section 6.01) and caused the termination of any commitments to lend or make other extensions of credit under all such Existing Debt, (v) delivered to the Administrative Agent all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Holdings and its Subsidiaries being so repaid or terminated, and (vi) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding with respect to the Indebtedness being so repaid or terminated, or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto. (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the Chief Financial Officer of the Borrower. (h) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document. (i) Since June 30, 2006, except as contemplated by the Acquisition and the Transactions, there shall not have occurred and there is no circumstance or occurrence that is reasonably likely to have (individually or in the aggregate) a Material Adverse Effect (as such term is defined in the Merger Agreement). (j) The Agents shall have received, at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (k) The Administrative Agent shall have received duly executed originals of a certificateletter of direction from the Borrower addressed to the Administrative Agent, dated on behalf of itself and Lenders, with respect to the disbursement on the Closing Date and signed by a Responsible Officer of the Borrowerproceeds of the Loans made on such date. Each Agent and each Lender, confirming compliance with by delivering its signature page to this Agreement and funding a Loan on the conditions precedent set forth in paragraph (n) Closing Date shall be deemed to have acknowledged receipt of this Section 4.02 and consented to and approved each Loan Document and each other document required to be approved by any Agent or Lender, as of applicable, on the Closing Date.

First Credit Event. On The obligations of (i) the Lenders to make Loans and (ii) any Issuing Bank to issue Letters of Credit on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Subsidiary Loan Parties and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Lenders, and each Issuing Bank on the Issuing BankClosing Date, a written opinion of (i) Weil▇▇▇▇, Gotshal & Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, (ii) ▇▇▇▇▇ & Lardner LLP, special Michigan counsel for the Loan Parties, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Wisconsin counsel for the Loan Parties and (iv) O’Melveny & ▇▇▇▇▇ LLP, special California counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Agents, the Lenders and each Issuing Bank, Bank and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) that attached thereto is a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (B) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (Cv) that the certificate or memorandum and articles of incorporation incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (Dvi) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vii) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; and and (iiiviii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to this clause (ii) abovec). (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax, judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by a Financial Officer of the Borrower certifying the solvency of Holdings and its subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, out-of-pocket charges and disbursements of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Otterbourg P.C.) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (h) Except as set forth in paragraph Schedule 5.13 (n) which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02 4.02) and subject to the grace periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, at least five (5) days prior to the Closing Date to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. (j) Since March 31, 2016, there shall not have occurred or there shall not exist any event, condition or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (k) Concurrently with or prior to the incurrence of Loans, the Borrower and the Subsidiaries shall have borrowed loans under the Term Loan Agreement in a principal amount (including, for the avoidance of doubt, original issue discount) of at least $220.0 million, and the Term Loan Agreement shall remain in effect. (l) All Indebtedness of Holdings, the Borrower and its Subsidiaries under the DIP ABL Credit Agreements shall have been repaid in full or shall be repaid substantially concurrently with the Closing Date, together with all fees and other amounts owing thereon (other than with respect to certain outstanding Letters of Credit listed on Schedule 1.01D), all commitments under the DIP ABL Credit Agreements shall have been terminated, the DIP Term Loan Agreement shall have been repaid or shall be repaid concurrently with the Closing Date in accordance with the Reorganization Plan, and the Administrative Agent shall have received reasonably satisfactory evidence of each of the foregoing. (m) The Intercreditor Agreement shall have been executed and delivered by the respective parties thereto. (n) The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, to the effect set forth in Section 4.01(b) and Section 4.02(j). (o) The Joint Lead Arrangers and the Administrative Agent shall have received and be reasonably satisfied with (i) monthly projections for the Borrower and the subsidiaries for the 12-month period after the Closing Date, quarterly projections for the subsequent 12-month period and annual projections for the remainder of the term of this Agreement, in each case with respect to balance sheets, income statements, statements of cash flows and Excess Availability, (ii) a pro forma consolidated balance sheet and related pro forma consolidated statements, prepared as of July 13, 2016, after giving effect to the Transactions as if the Transactions had occurred as of such date, and (iii) a Borrowing Base Certificate dated as of a date not more than three (3) business days prior to the Closing Date. (p) After giving effect to the initial Borrowing and issuance (or deemed issuance) of Letters of Credit under the Revolving Facility and borrowings under the Term Loan Facility and use of proceeds thereof, in each case on the Closing Date, the Borrower shall have Excess Availability of at least $85.0 million. (q) The Reorganization Plan shall have been confirmed by an order entered by the Bankruptcy Court in the Cases (the “Plan Confirmation Order”) in form and substance acceptable to the Joint Lead Arrangers (it being understood and agreed that the order entered by the Bankruptcy Court on June 23, 2016, confirming the Reorganization Plan is in form and substance acceptable to the Joint Lead Arrangers). The Plan Confirmation Order shall have been entered after due and proper notice to all parties in interest and shall be in full force and effect, shall not be stayed, and shall have become a Final Order. The Effective Date shall occur concurrently with the effectiveness of this Agreement, and all conditions precedent set forth in the Reorganization Plan shall have been satisfied and not waived (other than any conditions precedent that are waived in accordance with the terms of the Reorganization Plan so long as any such waiver does not adversely affect the rights and interest of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Joint Lead Arrangers) unless the Joint Lead Arrangers have so consented in writing). All documents and agreements relating to the Reorganization Plan or the consummation thereof (including, without limitation, the Plan Supplement (as defined in the Reorganization Plan)) (collectively, the “Plan Documents”) shall be in form and substance reasonably satisfactory to the Joint Lead Arrangers in all respects, and no provision of the Reorganization Plan or any Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is materially adverse to the rights and interest of any or all of the Joint Lead Arrangers, the Agents and the Lenders and their respective affiliates (as determined in good faith by the Joint Lead Arrangers) unless the Joint Lead Arrangers have so consented in writing. (r) The Bankruptcy Court shall have entered an order, in form and substance acceptable to the Joint Lead Arrangers, which order is contemplated to be the Plan Confirmation Order, approving the Loan Documents and authorizing the Loan Parties’ execution and delivery thereof and their performance thereunder, and such order shall be in full force and effect, shall not be stayed and shall have become a Final Order (as if such order were the “Plan Confirmation Order” in such definition). (s) The Administrative Agent shall have received a certificate as to coverage under the property and liability insurance policies of the Loan Parties and endorsements satisfying the requirements of Section 5.02, in each case in form and substance reasonably satisfactory to the Administrative Agent. (t) The Administrative Agent shall have received an appraisal of inventory of the Loan Parties from an Acceptable Appraiser and a Collateral Audit, in each case satisfactory to the Administrative Agent; provided that the information set forth in such appraisal and Collateral Audit shall be through a date no more than 120 days prior to the Closing Date. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On Except as otherwise expressly set forth on Schedule 5.17, on the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇ ▇▇▇▇▇ LLP& ▇▇▇▇ PLC, Tennessee counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) Loan Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Nevada counsel to the Loan Parties, and ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, substantially New York counsel to the effect set forth in Exhibit F-2Loan Parties, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent Agent, the Arrangers and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (ni) of this Section 4.02 as of 4.02. (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, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) (i) Subject to Section 5.17, each of the Security Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) subject to Section 5.17, each of such Security Documents shall have been delivered to the title insurance company to be filed and recorded in accordance with Section 3.19 (provided that in jurisdictions that impose mortgage recording taxes, such Security Documents shall not secure indebtedness in an amount exceeding 110% of the fair market value of the Mortgaged Property, as reasonably determined in good faith by the Loan Parties and reasonably acceptable to Collateral Agent), (iv) the applicable Loan Party shall have used commercially reasonable efforts to obtain a Landlord Personal Property Collateral Access Agreement executed by the landlord of any real property leased by the Borrower and the Subsidiaries at which tangible personal property with a value in excess of $10,000,000 is located and by the applicable Loan Party for the benefit of Collateral Agent and (v) the Collateral Agent shall have received such other documents, including but not limited to a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys (or existing surveys, together with affidavits stating there has been no change, that are acceptable to the title insurance company) and legal opinions and flood zone determinations required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Indebtedness shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement and (ii) Indebtedness set forth on Schedule 6.01. (j) The Arrangers and the Lenders shall have received the financial statements referred to in Section 3.05. (k) The Administrative Agent, the Arrangers and the Lenders shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Arrangers certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby in any material respect. (m) The Administrative Agent, the Arrangers and the Lenders shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Effective Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) Effective Date and addressed to the each Issuing Bank, the Administrative Agent and the Lenders, in form and (C) covering such other matters relating substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other senior officer of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowEffective Date, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) or shareholders, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other senior officer executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Officer of the Borrower, confirming certifying compliance with the conditions condition precedent set forth in paragraph (nj) or paragraph (k) below, as applicable. (e) The Administrative Agent shall have received, to the extent invoiced at least 3 Business Days prior to the Effective Date, reimbursement or payment of this all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect. All actions necessary to establish that the Collateral Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens) shall have been taken; provided that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement or, with respect to any pledge of the Capital Stock of the Subsidiary Guarantors, by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed in blank, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Effective Date after use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Credit Event so long as the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within the time frames set forth on Schedule 5.11. (g) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 4.02 5.02; provided that with respect to any insurance certificate that may not be provided prior to the Effective Date after use of commercially reasonably efforts to do so, then delivery of such certificate shall not constitute a condition precedent to the initial Credit Event so long as the Borrower agrees to deliver or cause to be delivered such certificate within the time frames set forth on Schedule 5.11. (h) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Effective Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Effective Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) With respect to a Payments IPO only: (i) The represent’ations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (ii) On the Effective Date and immediately after giving effect to the Transactions, no Default or Event of Default shall have occurred and be continuing. (k) With respect to a Payments Sale only, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that the only representations and warranties made on the Effective Date the making and accuracy of which shall be a condition to the HCM Conversion, shall be the representations and warranties in Sections 3.01(a), 3.01(d), 3.02(a), 3.02(b)(ii), 3.03, 3.10, 3.11, 3.16 (as it relates to the creation, validity and perfection of the security interests in the Collateral), 3.18 and 3.21.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a certificateparty thereto, dated together with (x) certificates, if any, representing the Pledged Equity of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date and signed by a Responsible Officer of after the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) ’s use of this Section 4.02 as of commercially reasonable efforts to provide such items on or prior to the Closing DateDate if the Borrower agrees to deliver or cause to be delivered such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 120 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2each local counsel listed on Schedule 4.02(a), in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of Section 4.01. (d) The Administrative Agent 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 one Business Day prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect and each document, except as otherwise provided or agreed to by the Administrative Agent and the Borrower (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first priority (except to the extent otherwise provided therein) security interest in and Lien on the Collateral (subject to any Lien (other than any Second Priority Lien) expressly permitted by Section 6.02) described in the Security Documents shall have been prepared and delivered to the Collateral Agent on the Closing Date. The Pledged Collateral shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent, for the ratable benefit of the Secured Parties, and all certificates or instruments (if any), except as otherwise provided or agreed to by the Administrative Agent and the Borrower, representing Pledged Collateral consisting of certificated equity securities issued by the Borrower or any Subsidiary or instruments issued by Holdings, the Borrower or any Subsidiary, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (f) The Collateral Agent shall, except as otherwise provided or agreed to by the Administrative Agent and the Borrower, have received the results of searches of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such person, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) (i) Each of the Security Documents, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall, except as otherwise provided or agreed to by the Administrative Agent and the Borrower, have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall, except as otherwise provided or agreed to by the Administrative Agent and the Borrower, have been filed and recorded in the recording office as specified on Schedule 3.17(c) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies (or binding commitments therefor) of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, as reasonably requested by the Collateral Agent. (h) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02. (i) The Acquisition shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date and the Administrative Agent shall be satisfied that the Merger will be consummated on the Closing Date immediately after the initial funding of the Loans, in each case in accordance with and on the terms described in the Purchase Agreement, and no material provision or condition of the Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that is adverse in any material respect to the interests of the Lenders without the prior written consent of the Administrative Agent. The Company, as the survivor of the Merger, shall execute this Agreement in order to acknowledge its obligations as the Borrower. The Administrative Agent shall have received copies of the Purchase Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (j) The Investors shall have made the Equity Contribution in an aggregate amount not less than $250,000,000. The Second Lien Credit Agreement shall have been executed and delivered by the parties thereto, the conditions thereunder shall be satisfied and the Borrower shall have received gross cash proceeds of not less than $150,000,000 from the borrowing of loans thereunder. (k) All amounts due or outstanding in respect of the Existing Debt shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any) thereof and security (if any) therefor discharged and released. After giving effect to the Transactions, Holdings and its Subsidiaries shall have outstanding no indebtedness or Disqualified Stock other than (i) Indebtedness under the Loan Documents and under the Second Lien Credit Agreement, (ii) Capital Lease Obligations permitted under the Purchase Agreement and (iii) Indebtedness permitted by Section 4.02 6.01. (l) The Administrative Agent shall have received a certificate from the chief financial officer (or officer with reasonably equivalent responsibilities) of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (m) The Lenders shall have received from the Loan Parties, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (n) The Administrative Agent shall have received unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each fiscal quarter ended after March 31, 2006, and at least 45 days prior to the Closing Date, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (o) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the 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 other financial statements).

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrowers, the L/C Issuer and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bankeach L/C Issuer, a written opinion of (i) Weil▇▇▇▇, Gotshal & Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) each local counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent and the Lenders, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the each Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent set forth in paragraph closing under this Agreement, released (n) of this Section 4.02 as of or arrangements reasonably satisfactory to the Closing DateAdministrative Agent for such release shall have been made).

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the L/C Issuer and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and the Issuing Bankeach L/C Issuer, a written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York and England and Wales counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, LLP, substantially to special Nevada counsel for the effect set forth in Exhibit F-2Loan Parties and (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., special Israel counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, L/C Issuers and (C) in form and substance consistent with similar transactions for the Borrower and reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary, Responsible Officer or similar officer of each Loan Party or, in the case of any UK Subsidiary Loan Party, a certificate of a Director, dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and or (2) otherwise certified by a certificate Responsible Officer of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of StateState (or other similar official); (ii) a certificate it being understood that, in the case of any Israeli Subsidiary Loan Party, an extract from the Secretary Israeli Registrar of Companies dated on or Assistant Secretary of each Loan Party dated about the Closing Date and certifying shall be sufficient for the purpose of this clause (Ac)(ii), (iii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effecteffect on the Closing Date, (v) in the case of any UK Subsidiary Loan Party, (C) that attached thereto is a true and complete copy of the certificate or articles of incorporation resolutions duly passed by the shareholders of such UK Subsidiary Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such UK Subsidiary Loan Party is a party and that such shareholder resolutions have not been modified, rescinded or amended since the date of the last amendment thereto shown and are in full force and effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dvi) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivii) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit I and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document (which amounts may be offset against the proceeds of the Term B Facility and the Revolving Facility). (g) Except as set forth in paragraph Schedule 5.10 (n) which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02 4.02) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived pursuant to the terms hereof) as of the Closing Date. (h) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by Section 9.20, to the extent such documentation and other information has been requested not less than ten (10) Business Days prior to the Closing Date. (i) The Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the fiscal years ended December 31, 2017 and December 31, 2018 and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the fiscal quarter ended June 30, 2019 and the period of the fiscal year then ended, in each case prepared in accordance with GAAP in all material respects. (j) [Reserved]. (k) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and is not subject to any exemption thereunder, to the extent requested not less than ten (10) Business Days prior to the Closing Date. (l) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, (i) all Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated and the Administrative Agent shall have received evidence thereof and (ii) the Borrower shall not have any Indebtedness other than the Term B Facility, the Revolving Facility and other Indebtedness permitted under Section 6.01. (m) Since December 31, 2018, there shall not have occurred any event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (n) The Borrower shall have received all material governmental and regulatory approvals necessary to effect the Transactions on the terms contemplated by this Agreement. (o) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Section 4.01(b) and Section 4.02(m) hereof. (p) [Reserved]. (q) [Reserved]. (r) The Arrangers, the Administrative Agent and the Collateral Agent shall have received (i) evidence as to whether (1) any Mortgaged Properties are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the communities in which any such Mortgaged Properties are located are participating in the National Flood Insurance Program, (ii) if there are any such Mortgaged Properties, the Borrower’s written acknowledgement of receipt of written notification from the Administrative Agent (1) as to the existence of each such Mortgaged Property and (2) as to whether the communities in which such Mortgaged Properties are located are participating in the National Flood Insurance Program, and (iii) if any such Mortgaged Properties are located in communities that participate in the National Flood Insurance Program, evidence satisfactory to each of the Arrangers that the applicable Loan Party has obtained flood insurance in respect of such Mortgaged Properties to the extent required under the applicable regulations of the Board. (s) There shall be no action, suit, proceeding (whether administrative, judicial or otherwise) or arbitration (whether or not purportedly on behalf of any Loan Party) at law or in equity, or any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that are pending or, to the knowledge of the Borrower, threatened against any Loan Party or affecting any property of any Loan Party, that relate to the Loan Documents or the Transactions. (t) The Loan Parties shall have insurance complying with the requirements of Section 5.02 in place and in full force and effect, and the Administrative Agent, the Collateral Agent and the Arrangers shall each have received (x) a certificate from the Borrower’s insurance broker(s) reasonably satisfactory to them stating that such insurance is in place and in full force and effect and (y) copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer, in which case copies of the applicable policies shall be delivered to the Administrative Agent within sixty (60) days after the Closing Date or such later date as the Administrative Agent may agree in its sole discretion) naming the Collateral Agent as an additional insured and as loss payee (until the Termination Date), in accordance with the terms set forth in Section 5.02. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including analogous documents) and all amendments thereto, thereto of each Loan Party, Party certified as of a recent date by the Secretary of State (or equivalentother appropriate Governmental Authority) of the state (or country) of its organization, and a certificate of legal existence and, if available in organization or such jurisdiction, other evidence as is reasonably satisfactory to the Agent; (ii) a certificate as to the good standing (or other analogous certification to the extent available) of each Loan Party as of a recent date, from such the appropriate Secretary of StateState (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentsuch other analogous documents to the extent available) of such Loan Party as in effect on the Closing Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person it is a party andparty, and in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalentother analogous certification or such other evidence reasonably satisfactory to the Agent) or state certified copies of such documents furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiiv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiiii) above; and (v) such other documents as the Agent, the Lenders or the Issuing Bank may reasonably request. (cb) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Effective Date and signed by a Responsible Financial Officer of the Borrower, Borrower confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (c) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date. (d) The Agent shall have received a favorable written opinion of in-house counsel to the Borrower and the Guarantors and Arent Fox PLLC, special counsel to the Borrower and the Guarantors, each dated the Effective Date and addressed to the Agent, the Lenders and the Issuing Bank, in form and substance satisfactory to the Agent and the Lenders, and the Borrower hereby instructs such counsel to deliver such opinions to the Agent. (e) Neither the Borrower nor any of its Restricted Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Effective Date. (f) The Existing Credit Agreement and all commitments thereunder to lend shall have been terminated, all letters of credit issued thereunder shall have been terminated or converted into Letters of Credit under this Agreement, all amounts outstanding thereunder shall have been paid in full and all Liens, if any, securing any obligations thereunder or under any related agreement shall have been permanently released and the Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (g) The Agent shall have received counterparts of all Loan Documents signed on behalf of each applicable Loan Party.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the L/C Issuer and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and the Issuing Bankeach L/C Issuer, a written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York and England and Wales counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, LLP, substantially to special Nevada counsel for the effect set forth in Exhibit F-2Loan Parties and (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., special Israel counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, L/C Issuers and (C) in form and substance consistent with similar transactions for the Borrower and reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary, Responsible Officer or similar officer of each Loan Party or, in the case of any UK Subsidiary Loan Party, a certificate of a Director, dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and or (2) otherwise certified by a certificate Responsible Officer of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of StateState (or other similar official); (ii) a certificate it being understood that, in the case of any Israeli Subsidiary Loan Party, an extract from the Secretary Israeli Registrar of Companies dated on or Assistant Secretary of each Loan Party dated about the Closing Date and certifying shall be sufficient for the purpose of this clause (Ac)(ii), (iii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effecteffect on the Closing Date, (v) in the case of any UK Subsidiary Loan Party, (C) that attached thereto is a true and complete copy of the certificate or articles of incorporation resolutions duly passed by the shareholders of such UK Subsidiary Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such UK Subsidiary Loan Party is a party and that such shareholder resolutions have not been modified, rescinded or amended since the date of the last amendment thereto shown and are in full force and effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dvi) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivii) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit I and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document (which amounts may be offset against the proceeds of the Term B Facility and the Revolving Facility). (g) Except as set forth in paragraph Schedule 5.10 (n) which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02 4.02) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived pursuant to the terms hereof) as of the Closing Date. (h) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by Section 9.20, to the extent such documentation and other information has been requested not less than ten (10) Business Days prior to the Closing Date. (i) The Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the fiscal years ended December 31, 2017 and December 31, 2018 and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the fiscal quarter ended June 30, 2019 and the period of the fiscal year then ended, in each case prepared in accordance with GAAP in all material respects. (j) [Reserved]. (k) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and is not subject to any exemption thereunder, to the extent requested not less than ten (10) Business Days prior to the Closing Date. (l) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, (i) all Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated and the Administrative Agent shall have received evidence thereof and (ii) the Borrower shall not have any Indebtedness other than the Term B Facility, the Revolving Facility and other Indebtedness permitted under Section 6.01. (m) Since December 31, 2018, there shall not have occurred any event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (n) The Borrower shall have received all material governmental and regulatory approvals necessary to effect the Transactions on the terms contemplated by this Agreement. (o) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Section 4.01(b) and Section 4.02(m) hereof. (p) [Reserved]. (q) [Reserved]. (r) The Arrangers, the Administrative Agent and the Collateral Agent shall have received (i) evidence as to whether (1) any Mortgaged Properties are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the communities in which any such Mortgaged Properties are located are participating in the National Flood Insurance Program, (ii) if there are any such Mortgaged Properties, the Borrower’s written acknowledgement of receipt of written notification from the Administrative Agent (1) as to the existence of each such Mortgaged Property and (2) as to whether the communities in which such Mortgaged Properties are located are participating in the National Flood Insurance Program, and (iii) if any such Mortgaged Properties are located in communities that participate in the National Flood Insurance Program, evidence satisfactory to each of the Arrangers that the applicable Loan Party has obtained flood insurance in respect of such Mortgaged Properties to the extent required under the applicable regulations of the Board. (s) There shall be no action, suit, proceeding (whether administrative, judicial or otherwise) or arbitration (whether or not purportedly on behalf of any Loan Party) at law or in equity, or any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that are pending or, to the knowledge of the Borrower, threatened against any Loan Party or affecting any property of any Loan Party, that relate to the Loan Documents or the Transactions. (t) The Loan Parties shall have insurance complying with the requirements of Section 5.02 in place and in full force and effect, and the Administrative Agent, the Collateral Agent and the Arrangers shall each have received (x) a certificate from the Borrower’s insurance broker(s) reasonably satisfactory to them stating that such insurance is in place and in full force and effect and (y) copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer, in which case copies of the applicable policies shall be delivered to the Administrative Agent within sixty (60) days after the Closing Date or such later date as the Administrative Agent may agree in its sole discretion) naming the Collateral Agent as an additional insured and as loss payee (until the Termination Date), in accordance with the terms set forth in Section 5.02. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Lenders, the Floorplan Funding Agent and the each Issuing Bank, a written an opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent, the Floorplan Funding Agent and the Lenders, and (C) covering of such other matters relating counsel to the Loan Documents and the Transactions as Parties satisfactory to the Administrative Agent shall Agent, in each case, in form and substance reasonably request, and Holdings and satisfactory to the Borrower hereby request such counsel to deliver such opinionsAdministrative Agent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerCompany, confirming certifying compliance with the conditions precedent set forth in paragraph Sections 4.01(b) and 4.02(i). (e) The Administrative Agent 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 three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from a Responsible Officer of the Borrower setting forth the conclusions that, after giving effect to the Transactions, the Loan Parties (on a consolidated basis) are Solvent. (g) The Security Documents (other than any Mortgages) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect. All actions necessary to establish that the Administrative Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens) shall have been taken; provided, however, that, with respect to any Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by the delivery of a stock certificate and stock power duly executed in blank, if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests on terms and conditions as set forth in Section 5.13. (h) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search. (i) From December 31, 2010, no event, change or effect shall have occurred which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect. (j) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02. (k) [Intentionally omitted.] (l) [Intentionally omitted.] (m) All amounts due or outstanding in respect of the Existing Debt shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any) thereof discharged and released. After giving effect to the Transactions, the only Indebtedness of the Borrower and its subsidiaries outstanding shall be (i) Indebtedness under the Loan Documents, (ii) Indebtedness under the Term Loan Documents, (iii) the Specified Senior Indebtedness, (iv) the Specified Senior Subordinated Indebtedness, (v) the Senior Secured Notes, (vi) Indebtedness under the Inventory Financing Agreements and (vii) other Indebtedness permitted by Section 6.01(b)(iii). (n) The Lenders shall have received from the Loan Parties, to the extent requested at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (o) The Lenders shall have received (i) the unaudited pro forma consolidated balance sheet of this the Borrower and its consolidated Subsidiaries (the “Pro Forma Balance Sheet”), certified by the Borrower as having been prepared giving effect (as if such events had occurred on such date) to (A) the Transactions, including the Loans to be made on the Closing Date and the use of the proceeds thereof, and (B) the payment of Transaction Expenses; and (ii) the financial statements of the Company and its Subsidiaries referred to in Section 4.02 3.05. The Pro Forma Balance Sheet shall have been prepared based upon the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at the end of the fiscal quarter ending March 31, 2011, assuming that the events specified in the preceding sentence had actually occurred at such date, and shall be so certified by the Borrower. (p) The Administrative Agent and Co-Collateral Agents shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of May 31, 2011. (q) The Administrative Agent shall have received a properly completed letter of credit application if the issuance of a Letter of Credit will be required on the Closing Date. The Borrower shall have executed the Issuing Bank’s master agreement for the issuance of commercial Letters of Credit. (r) All conditions precedent to the closing of the Term Loan Intercreditor Agreement shall have been satisfied prior to or simultaneously with the closing hereunder, the terms and conditions of the Intercreditor Agreement shall be reasonably satisfactory to the Administrative Agent. (s) All conditions precedent to the closing of the Inventory Financing Intercreditor Agreements shall have been satisfied prior to or simultaneously with the closing hereunder, the terms and conditions of the Inventory Financing Intercreditor Agreements shall be reasonably satisfactory to the Administrative Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilWinston & Strawn, Gotshal & counsel for the Borrower, su▇▇▇▇▇▇ LLP▇ially to the effect set forth in Exhibit J-1, and (ii) each local counsel for Holdings and the Borrowerlisted on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2J-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & Moore, counsel for the Administrativ▇ ▇▇▇nt. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & Moore, counsel for the Admi▇▇▇▇▇ative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Bostrom Pledge and Security Agreemen▇ ▇▇▇▇▇ have been duly executed by the Borrower, Bostrom, the custodian (as identif▇▇▇ ▇▇erein) and delivered to the Collateral Agent and shall be in full force and effect. (g) The Pledge Agreement shall have been duly executed by the Borrower and each Guarantor party thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Subsidiaries and promissory notes evidencing all intercompany indebtedness owed to any Loan Party shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares or promissory notes, accompanied by instruments of transfer (stock powers or note powers, as applicable), endorsed in blank, with respect to such stock certificates and promissory notes, shall be in the actual possession of the Collateral Agent; PROVIDED that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any of its Foreign Subsidiaries . (h) The Security Agreement shall have been duly executed by the Borrower and each Guarantor and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to the post-closing conditions set forth in Section 5.17 and any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (i) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent filings) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02, have been released or shall be released upon the disbursement of the proceeds of the initial Borrowing. (j) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Security Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and those exceptions to title reasonably acceptable to the Collateral Agent and its counsel and listed in each loan title insurance policy, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankFronting Banks, a favorable written opinion of (i) WeilGadsby & Hannah, Gotshal & counsel for STFI and the Borrower, ▇▇▇▇▇▇ LLP, counsel for Holdings stantially to the effect set forth in Exhibit I-1 and the Borrower(ii) each other opinion listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2I-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the LendersFronting Banks, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings STFI and the Borrower hereby request such counsel to deliver such opinions. (b) The All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, the Fronting Banks and Cravath, Swaine & Moore, counsel for the Administrative Agent. (c) T▇▇ ▇▇ministrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Fronting Banks or Cravath, Swaine & Moore, counsel for the Administrative Agent, may reasonably ▇▇▇▇▇st. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Capital Stock of the Borrower and the Subsidiaries other than ATG, ANSI and their subsidiaries shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released, except as contemplated by Section 6.09(k). The Administrative Agent shall have received duly executed documentation evidencing the termination of (i) all the security interests granted in the Pledged Stock (as defined in the Pledge Agreement) and in any other Collateral in connection with any of the Specified Liabilities or any existing Indebtedness of STFI and (ii) the credit facility of STFI with State Street Bank and Trust Company. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (j) Each of the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement shall have been duly executed by the parties thereto, respectively, shall have been delivered to the Collateral Agent and shall be in full force and effect. (k) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (l) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (m) All requisite Governmental Authorities and material third parties shall have approved or consented to the Acquisition Transactions and the other Transactions to the extent required other than a state regulatory approval required in Indiana the failure to obtain which could not result in a Material Adverse Effect, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Acquisition Transactions or the consummation of the other Transactions. (n) The FII Reorganization, the Merger, the Section 351 Exchange and the other Acquisition Transactions shall have been consummated prior to or simultaneously with the initial Credit Event hereunder in accordance with applicable law, the Merger Agreement and the Exchange Agreement (including the cancellation of this Section 4.02 preferred stock contemplated thereby immediately upon the issuance of the Cumulative Convertible Preferred Stock and the Special Preferred Stock) and as contemplated by the Offering Circular without any changes not approved by the Lenders, and otherwise on terms satisfactory to the Lenders. Each Acquisition Document shall be in form and substance satisfactory to the Lenders and the Lenders shall be satisfied with all arrangements for the transfer of employees and services from, or the provision of services by, STFI to the Subsidiaries. (o) The Amendments to Charter and Bylaws shall have become effective prior to or simultaneously with the initial Credit Event hereunder, and prior to or simultaneously with the initial Credit Event hereunder STFI shall have issued to RHI (i) the Cumulative Convertible Preferred Stock with a liquidation preference not in excess of $25,000,000, (ii) the Special Preferred Stock with an initial liquidation preference not in excess of $20,000,000 and (iii) not more than 6,000,000 shares of common stock of STFI, in each case on terms satisfactory in all respects to the Lenders. (p) The Discount Notes shall have been issued prior to or simultaneously with the initial Credit Event hereunder and shall have an interest rate not in excess of 14% and a maturity not sooner than the tenth anniversary of the Closing DateDate and otherwise be on the terms set forth in the Discount Note Indenture, and the Borrower shall have received gross proceeds of not less than $115,000,000 therefrom. (q) The proceeds of the Term Loans and, to the extent thereafter required, the net proceeds of Discount Notes shall be applied simultaneously with the initial Credit Event hereunder to discharge in full all the Specified Liabilities and, immediately after giving effect to the Acquisition Transactions (i) STFI, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than the Loans, the Discount Notes and the Indebtedness of STFI for borrowed money as set forth on Schedule 6.01(a) in an aggregate principal amount not in excess of $4,000,000, (ii) STFI shall not have outstanding any equity interests other than common stock of STFI existing on the date hereof and the Capital Stock of STFI issued to RHI in the Acquisition Transactions, as contemplated by paragraph (o) above, and (iii) the Borrower shall not have outstanding any equity interests other than common stock owned by STFI and pledged to secure the Obligations. (r) The Tender Offer shall have been consummated prior to or simultaneously with the initial Credit Event hereunder and all the FII Senior Notes shall have been tendered and repaid in accordance with the terms thereof. (s) The Lenders shall have received a satisfactory pro forma consolidated balance sheet of STFI as of September 30, 1995, together with a certificate of a Financial Officer of the Borrower to the effect that such pro forma balance sheet fairly presents the pro forma financial position of STFI, the Borrower, the Subsidiaries and the Acquired Business in accordance with GAAP, and the Lenders shall be satisfied that such balance sheet and the Acquisition Transactions and the financing arrangements contemplated hereby are consistent with the sources and uses shown in the Confidential Information Memorandum and are not materially inconsistent with the information or projections and the financial model contained in the Confidential Information Memorandum. (t) The Lenders shall have received a solvency letter from Corporate Valuation Advisors Inc. in form and substance satisfactory to the Lenders, as to the solvency of STFI, the Borrower, the Subsidiaries and the Acquired Business on a consolidated basis after giving effect to the Acquisition Transactions and the consummation of the other Transactions contemplated hereby.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) WeilReboul, Gotshal MacMurray, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, counsel for Holdings and the Borrower, in substantially to the effect set forth in form attached as Exhibit F-1 F-l, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), in substantially to the effect set forth in form attached as Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (if applicable) of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary (if applicable) of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party (if applicable to such Loan Party) as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a A true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party (if required for such Loan Party) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) and of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of this formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain material property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 4.02 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent and the Collateral Agent. (i) The Acquisition shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the Merger Agreement and applicable law, without giving effect to any waiver of any material terms or conditions of the Merger Agreement not approved by the Required Lenders and the Holdings Common Equity Contribution shall have occurred. The Rollover Equity Contribution shall have occurred to the reasonable satisfaction of the Lenders. The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder or in connection therewith, certified by a Financial Officer of the Borrower as being complete and correct. The Lenders shall be reasonably satisfied with any material changes to the capitalization, structure and equity ownership of Holdings and the Borrower after giving effect to the Transactions from those contemplated in the Merger Agreement. (j) Holdings shall have received Net Cash Proceeds of not less than $67,000,000 from the Holdings Subordinated Note Contribution, and such amount shall equal the projected amount of remaining principal and interest payments on the Contingent Notes as of the Closing Date (as determined in good faith by the Lenders). Such Net Cash Proceeds shall have been used to fund the Contingent Note Reserve substantially simultaneously with the initial funding of the Loans on the Closing Date. The terms and conditions of the Holdings Subordinated Notes and the provisions of the Holdings Subordinated Note Documents shall be in form and substance reasonably satisfactory to the Lenders. The Lenders shall have received accounting comfort with respect to the schedules and analyses (including the projected amount of remaining principal and interest payments on the Contingent Notes as of the Closing Date) relating to the Contingent Notes provided to the Lenders by Holdings and the Borrower. The Administrative Agent shall have received copies of the Holdings Subordinated Note Documents, certified by a Financial Officer of Holdings as being complete and correct. (k) The Borrower shall have received gross cash proceeds of not less than $275,000,000 from the issuance of the Subordinated Notes. The terms and conditions of the Subordinated Notes and the provisions of the Subordinated Note Documents shall be in form and substance reasonably satisfactory to the Lenders. The Administrative Agent shall have received copies of the Subordinated Note Documents, certified by a Financial Officer of the Borrower as being complete and correct. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Subordinated Notes, (c) the Contingent Notes and (d) Indebtedness set forth on Schedule 6.01. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and (b) the Holdings Subordinated Notes. (m) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from the forecasts previously provided to the Lenders. Based on the pro forma financial statements referred to in Section 3.05(b), the Leverage Ratio at December 31, 2002 (calculated on a pro forma basis as described in Section 3.05(b)) shall have been less than 4.60 to 1.00 (n) The Lenders shall be reasonably satisfied in all respects with any tax sharing arrangements among Holdings and its subsidiaries after giving effect to the Transactions. (o) All requisite Governmental Authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. All requisite third-party consents necessary for the consummation of the Acquisition shall have been obtained except for those third-party consents where the failure to so obtain such consents would not have a Material Adverse Effect. (p) The Lenders shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures, including Environmental Liabilities, to which the Borrower and the Subsidiaries may be subject and the plans of the Borrower and the Subsidiaries to address such exposure and Environmental Liabilities.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilParker, Gotshal Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., counsel for Holdings Parent and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPJ, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings Parent and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerParent, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Borrowers and the Subsidiaries (other than the capital stock of (i) any subsidiary of FRD and (ii) the Real Estate Subsidiaries) shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; PROVIDED that to the extent to do so would cause adverse tax consequences to Parent or any Borrower, (A) none of Parent, the Borrowers or any Domestic Subsidiary shall be required to pledge more than 65% of the capital stock of any Foreign Subsidiary and (B) no Foreign Subsidiary shall be required to pledge the capital stock of any of its subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released (or will be released pursuant to UCC termination statements which have been received by, and are satisfactory to, the Collateral Agent). (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Parent. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to the Mortgaged Property shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) the Mortgaged Property shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weilthe Senior Vice President, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings Legal and General Counsel of the Borrower, substantially to Borrower and its Subsidiaries in connection with the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, Transactions in each case (Ay) dated the Closing Date, and (Bz) covering such other matters relating to this Agreement and the Transactions as the Administrative Agent shall reasonably request in form reasonably acceptable to the Administrative Agent and its counsel, and the Borrower hereby requests and instructs such counsel to deliver such opinions. The opinions shall be addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings, the Transaction and extensions of credit hereunder shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of the Borrower and each Loan Partyof its Restricted Subsidiaries, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of the Borrower and each Loan Party of its Restricted Subsidiaries as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Loan Party of its Restricted Subsidiaries, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party the Borrower and each of its Restricted Subsidiaries as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower and each of its Restricted Subsidiaries authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, this Agreement and the borrowings hereunder, as applicable, and that such resolutions have not been modified, modified rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party the Borrower and each of its Restricted Subsidiaries have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower and each of its Restricted Subsidiaries, and (E) that attached thereto is a true and complete copy of each of the Ascent Agreements as in effect on the Closing Date; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent Lenders shall have received a certificate, duly completed Compliance Certificate dated the Closing Date and signed executed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of Section 4.01 hereof, with paragraphs (f), (g), (h), (i) and (j) of this Section 4.02 as 4.02, and demonstrating compliance by the Borrower with the provisions of Sections 6.09 and 6.10 hereof, and certifying to the fact that there exists no Default or Event of Default under the terms of this Agreement, and consummating the Agreement and making the initial Loans hereunder would not cause a Default or Event of Default. (e) Each Lender and the Administrative Agent shall have received payment in full of all Fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Borrower shall have delivered duly executed and completed copies to each of the Lenders of each of the following documents and agreements, in form and substance satisfactory to each Lender: this Agreement, applicable Fee Letters and guaranties of the Obligations executed by all Guarantors. The Borrower shall have delivered a promissory note to each Lender, in form and substance satisfactory to each such Lender, and any other Loan Paper reasonably required by any Lender in connection with this Agreement. (g) All governmental and third party approvals necessary or advisable in connection with the Transactions, and the continuing operations of the Borrower and its Restricted Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions. (h) There shall not have occurred any material change in the capitalization (whether in debt or in equity), corporate structure or assets of the Borrower or any of its Subsidiaries. (i) No action, suit, litigation or similar proceeding by or before any Governmental Authority shall exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to the Transactions contemplated thereby or otherwise, which would be likely in the reasonable opinion of the Required Lenders to have a Material Adverse Effect. (j) The Lenders shall have received a certification from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Lenders, as to the solvency of the Borrower and its Subsidiaries on a consolidated basis on the Closing Date after giving effect to the consummation of this Agreement and the Loan Papers.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings, Polo Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and G (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings, Polo Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)constitutive documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other constitutive documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of each of Holdings and the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Security Documents (other than Mortgages for any Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings, Polo Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in each case as indicated on such Perfection Certificate, and in each other jurisdiction indicated on such Perfection Certificate as the Collateral Agent may reasonably request, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties (other than Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date) shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02 and other than Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties (other than Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date), free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent. (i) Each of the Intercreditor Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (j) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (to the extent covering any Collateral) shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (k) The Merger shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the Purchase Agreement and all other related documentation, the organizational documents of the Borrower and applicable law, without giving effect to any waiver or modification of any material terms or conditions thereof, including any consent or deemed consent thereunder, without the consent of the Administrative Agent. The Administrative Agent shall have received copies of the Purchase Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct, and all such documents shall be satisfactory to the Administrative Agent. (l) The Cash Equity Contributions shall have been made. (m) The Polo Equity Contributions shall have been made on terms satisfactory to the Administrative Agent. (n) The Dorfinco Consents and the Citicorp Consents shall have been obtained on terms and conditions acceptable to the Administrative Agent. (o) The Administrative Agent shall be satisfied with the capitalization, structure and equity ownership of this Section 4.02 as Holdings, Polo Holdings and the Borrower after giving effect to the Transactions. (p) The Second Lien Credit Agreement shall, or shall substantially simultaneously with the initial funding of the Loans on the Closing Date, be in effect, and the initial funding of Second Lien Term Loans shall have been, or shall substantially simultaneously with the initial funding of the Loans on the Closing Date be, made. (q) The Receivables Credit Agreement shall, or shall substantially simultaneously with the initial funding of the Loans on the Closing Date, be in effect, with a commitment to replace such Receivables Credit Agreement with a non-recourse (other than up to $15,000,000) securitization within 90 days after the Closing Date. (r) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Sunterra Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (s) The conditions to the funding of loans under the Tender Facility Credit Agreement shall have been satisfied. All principal, premium, if any, interest, fees and other amounts due or outstanding under the Tender Credit Agreement shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (t) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, Polo Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement, the Second Lien Credit Agreement, the Receivables Credit Agreement, the Dorfinco Credit Agreements and the Citicorp Conduit Agreement, (ii) Sunterra Owner Trust 2004-1’s Timeshare Loan-Backed Notes, (iii) the Existing Sunterra Notes, (iv) Indebtedness permitted by Section 6.01(i) or (j) and (v) Indebtedness set forth on Schedule 6.01. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of Holdings, setting forth a reasonably detailed calculation of accrued and projected Transaction Costs, which shall be satisfactory in form and substance to the Administrative Agent, and such Transaction Costs shall not have exceeded or be reasonably expected to exceed $36,600,000. (u) The Lenders shall have received the financial statements referred to in Section 3.05, none of which shall be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (v) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings (which shall not be subject to any exceptions or qualifications that are not reasonably acceptable to the Administrative Agent) certifying that Holdings and the Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions to occur on the Closing Date, are solvent. (w) All requisite and material Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no material litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (x) The Lenders shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially counsel for the Loan Parties, and (ii) each special and local counsel to the effect set forth in Exhibit F-2Loan Parties as the Administrative Agent may reasonably request, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Arranger and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestrequest and which are customary for transactions of the type contemplated herein, and Holdings and the Borrower Loan Parties hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party party, in the case of the Borrowers, the borrowings hereunder, in the case of each Loan Party, the granting of the Liens contemplated to be granted by it under the Security Documents and, in the case of the Borrowereach Guarantor, the borrowings hereunderGuaranteeing of the Obligations as contemplated by the Guarantee and Collateral Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent, the Arranger or the Lenders may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerBorrowers, confirming compliance with the conditions precedent set forth in paragraph paragraphs (na) and (b) of Section 4.01. (d) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each of the Borrowers, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each of each Loan Party and Holdings, (iii) a Mortgage covering each of the Mortgaged Properties, executed and delivered by a duly authorized officer of each Loan Party thereto, (iv) the Intellectual Property Security Agreements, executed and delivered by a duly authorized officer of each Loan Party thereto, (v) if requested by any Lender pursuant to Section 4.02 2.04, a promissory note or notes conforming to the requirements of Section 2.04 and executed and delivered by a duly authorized officer of the Borrowers and (vi) a Lender Addendum executed and delivered by each Lender and accepted by the Borrowers. (e) The Administrative Agent, for the ratable benefit of the Secured Parties, shall have been granted on the Closing Date perfected Liens on the Collateral (subject, in the case of all Collateral other than Pledged Collateral, only to Liens expressly permitted by Section 6.02) and shall have received such other reports, documents and agreements as the Administrative Agent shall reasonably request and which are customarily delivered in connection with security interests in real property assets. The Pledged Collateral shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Administrative Agent, for the ratable benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the possession of the Administrative Agent. (f) The Administrative Agent shall have received a duly executed Perfection Certificate dated on or prior to the Closing Date. The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to each of the Loan Parties that shall be Subsidiary Guarantors or shall otherwise have assets that are included in the Collateral, and such search shall reveal no Liens on any of the assets of each of the Loan Parties except, in the case of Collateral other than Pledged Collateral, for Liens expressly permitted by Section 6.02 and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion opinions of (i) Weil, Gotshal Winston & ▇S▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties, and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇J▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP▇▇▇▇, substantially General Counsel of the Loan Parties, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate of formation or articles certificate of incorporation (or other similar formation document)limited partnership, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationObligor, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party Obligor as of a recent date, from such the Secretary of StateState of such Obligor’s State of formation; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Obligor or general partner or sole member thereof dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, limited liability company agreement or equivalent) limited partnership agreement, as applicable, including all amendments thereto, of such Loan Party Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors members (or equivalent body) of such Loan Party Obligor authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles certificate of incorporation limited partnership, as applicable, of such Loan Party have Obligor has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyObligor or general partner or sole member thereof; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) copies of each Management Agreement, the Shareholder Purchase Agreement, the Merger Sub Note and the Windsor Note (in each case, including any amendments thereto, including amendments to increase the termination period thereof to a period reasonably satisfactory to the Administrative Agent), certified by a Responsible Officer of the Borrower to be true and complete and in effect on the Closing Date and in each case in form and substance satisfactory to the Administrative Agent; and (v) such other documents as the Lenders or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Loan Documents, including, without limitation, the Intercreditor Agreement, each Undertaking Agreement, the Irrevocable Direction Letter, the Fee Letter and the Side Letter shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received all Pledged Collateral required to be delivered to the Collateral Agent on the Closing Date pursuant to the Guarantee and Collateral Agreement, together with duly executed undated blank membership interest powers, as applicable, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent. (h) The Collateral Agent shall have received the Perfection Certificate dated the Closing Date and duly executed by a Responsible Officer of each Loan Party together with all attachments contemplated thereby, including the results of searches of Uniform Commercial Code filings and the other searches specified therein, and copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as loss payee, in form and substance satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received executed copies of the Existing Debt Payoff Documents, dated the date of this Agreement and duly executed by a Responsible Officer of the Borrower and an equivalent person for the administrative agent and collateral agent for the lenders under the Existing Credit Facility. (k) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, no Loan Party shall have outstanding any Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness of the Borrower under the Merger Sub Note and the Windsor Note, (c) Indebtedness under the Term Loan Credit Agreement, and (d) Indebtedness set forth on Schedule 6.01. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (m) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that the Loan Parties, when taken as a whole, after giving effect to the Transactions to occur on the Closing Date, are solvent as set forth in Section 3.22. (n) All requisite Governmental Authorities, third parties and holders of this Section 4.02 as of Equity Interests in any Loan Party or Fund shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilWalt▇▇ ▇. ▇▇▇▇▇▇▇▇, Gotshal & ▇▇q., General Counsel of the Borrower, substantially to the effect set forth in Exhibit E-1, (ii) Simp▇▇▇ ▇▇▇▇▇▇▇ LLP& ▇art▇▇▇▇, counsel ▇▇unsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-2, and (iiiii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe opinion of UK counsel, substantially to the effect set forth in Exhibit F-2E-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party (other than Holdpar A or Holdpar B which are not required to be registered with the Secretary of State of their state of organization) as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. Such certificate shall include a reasonably detailed schedule showing the pro forma adjustments made to calculate Consolidated EBITDA as of and for the fiscal quarters ended March 31, 2001 57 and June 30, 2001, as contemplated by the last sentence of the definition of Consolidated EBITDA, and which shall be accompanied by the report of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ substantially in the form of Schedule 4.02(d). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Collateral Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Equity Interests of the Borrower and the Subsidiaries shall have been duly and validly pledged thereunder to the extent required thereby to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such Equity Interests to the extent such Equity Interests are evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that to the extent to do so would cause adverse tax consequences to the Borrower, (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the Equity Interests of any of its Subsidiaries. (g) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority (except to the extent otherwise provided therein) security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Collateral Agreement shall have been delivered to the Collateral Agent. (h) Except as stated on Schedule 4.02(h), the Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer and the General Counsel of the Borrower. (j) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof, the terms of the Documents and applicable law; the Cash Equity Contribution shall have been made; the Senior Subordinated Notes shall have been issued and the Lenders shall be reasonably satisfied with the capitalization structure and equity ownership of Holdings and the Borrower after giving effect to the Transactions. (k) The Lenders shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and its Subsidiaries may be subject after giving effect to the Transactions, and with the plans of the Borrower or such Subsidiaries with respect thereto. 58 (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent the failure to obtain such consent or approval could, individually or in the aggregate, reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby, and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (m) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (n) The Lenders shall have received the audited, unaudited and pro forma financial statements referred to in Section 3.05. (o) Holdings shall have issued not less than $65,000,000 of Holdco Notes and the Borrower shall have received net cash proceeds of not less than $62,700,000 from the issuance of the Holdco Notes. The terms and conditions of the Holdco Notes (including terms and conditions relating to the interest rate, fees, amortization, maturity, covenants, pay-in-kind provisions, events of default and remedies) shall be reasonably satisfactory in all respects to the Lenders. Without limiting the foregoing, the Notes shall provide that, at any time during which the Borrower's ability to pay cash dividends to Holdings is restricted under the terms of this Section 4.02 Agreement, Holdings may, in lieu of paying interest on the Holdco Notes in cash and without causing a default thereunder, satisfy its obligation to pay interest on the Holdco Notes by issuing to the holders thereof additional Holdco Notes. (p) The Borrower shall have repurchased all Existing Subordinated Notes tendered and not withdrawn pursuant to the Debt Tender Offer; if less than all the outstanding Existing Subordinated Notes shall have been tendered and so purchased, the Consent Solicitation shall have become effective. (q) The Lenders shall have received a solvency letter from Houlihan, Lokey, Howa▇▇ & ▇uki▇, ▇▇c., in form and substance reasonably satisfactory to the Lenders, as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions and the consummation of the other transactions contemplated hereby. (r) All principal, premium, if any, interest, fees and other amounts due and owing under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof, and after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and its subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and Letters of Credit hereunder, (ii) the Holdco Notes, (iii) the Senior Subordinated Notes, (iv) Existing Subordinated Notes not tendered (or tendered and subsequently withdrawn) in the Debt Tender Offer and (v) the Indebtedness listed on Schedule 6.01. (s) Immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on or about the Closing Date, no more than $50,000,000 of 59 Revolving Loans shall have been borrowed (excluding the aggregate undrawn and unexpired amount of all outstanding Letters of Credit).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion opinions of (i) Weil, Gotshal Winston & ▇S▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties, and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇J▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP▇▇▇▇, substantially General Counsel of the Loan Parties, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate of formation or articles certificate of incorporation (or other similar formation document)limited partnership, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationObligor, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party Obligor as of a recent date, from such the Secretary of StateState of such Obligor’s State of formation; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Obligor or general partner or sole member thereof dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, limited liability company agreement or equivalent) limited partnership agreement, as applicable, including all amendments thereto, of such Loan Party Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors members (or equivalent body) of such Loan Party Obligor authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles certificate of incorporation limited partnership, as applicable, of such Loan Party have Obligor has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyObligor or general partner or sole member thereof; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) copies of each Management Agreement, the Shareholder Purchase Agreement, the Merger Sub Note and the Windsor Note (in each case, including any amendments thereto, including amendments to increase the termination period thereof to a period reasonably satisfactory to the Administrative Agent), certified by a Responsible Officer of the Borrower to be true and complete and in effect on the Closing Date and in each case in form and substance satisfactory to the Administrative Agent; and (v) such other documents as the Lenders or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all fees (including the Administrative Agent Fees) and other amounts due and payable on or prior to the Closing Date, including, without limitation, fees owing pursuant to the Engagement Letter and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Loan Documents, including, without limitation, each Account Control Agreement, the Undertaking Agreement, the Cooperation Guaranties and the Irrevocable Direction Letter, shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received all Pledged Collateral required to be delivered to the Collateral Agent on the Closing Date pursuant to the Guarantee and Collateral Agreement, together with duly executed undated blank membership interest powers, as applicable, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent. (h) The Collateral Agent shall have received the Perfection Certificate dated the Closing Date and duly executed by a Responsible Officer of each Loan Party together with all attachments contemplated thereby, including the results of searches of Uniform Commercial Code filings and the other searches specified therein, and copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as loss payee, in form and substance satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received executed copies of the Existing Debt Payoff Documents, dated the date of this Agreement and duly executed by a Responsible Officer of the Borrower and an equivalent person for the administrative agent and collateral agent for the lenders under the Existing Credit Facility. (k) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, no Loan Party shall have outstanding any Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness of the Borrower under the Merger Sub Note and the Windsor Note, (c) Indebtedness under the Revolving Credit Agreement, and (d) Indebtedness set forth on Schedule 6.01. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (m) The Administrative Agent shall have received (a) a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that the Loan Parties, when taken as a whole, after giving effect to the Transactions to occur on the Closing Date, are solvent as set forth in Section 3.22 and (b) a solvency opinion of M▇▇▇▇▇, D▇▇▇▇▇ & Co., Inc., addressed to the Administrative Agent and dated the Closing Date, each of which shall be in form and substance satisfactory to the Administrative Agent. (n) All requisite Governmental Authorities, third parties and holders of this Section 4.02 as of Equity Interests in any Loan Party or Fund shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Gotshal Esq., General Counsel of the Borrower, substantially to the effect set forth in Exhibit E-1, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-2, and (iiiii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe opinion of UK counsel, substantially to the effect set forth in Exhibit F-2E-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party (other than Holdpar A or Holdpar B which are not required to be registered with the Secretary of State of their state of organization) as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. Such certificate shall include a reasonably detailed schedule showing the pro forma adjustments made to calculate Consolidated EBITDA as of and for the fiscal quarters ended March 31, 2001 and June 30, 2001, as contemplated by the last sentence of the definition of Consolidated EBITDA, and which shall be accompanied by the report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP substantially in the form of Schedule 4.02(d). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Collateral Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Equity Interests of the Borrower and the Subsidiaries shall have been duly and validly pledged thereunder to the extent required thereby to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such Equity Interests to the extent such Equity Interests are evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that to the extent to do so would cause adverse tax consequences to the Borrower, (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the Equity Interests of any of its Subsidiaries. (g) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority (except to the extent otherwise provided therein) security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Collateral Agreement shall have been delivered to the Collateral Agent. (h) Except as stated on Schedule 4.02(h), the Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer and the General Counsel of the Borrower. (j) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof, the terms of the Documents and applicable law; the Cash Equity Contribution shall have been made; the Senior Subordinated Notes shall have been issued and the Lenders shall be reasonably satisfied with the capitalization structure and equity ownership of Holdings and the Borrower after giving effect to the Transactions. (k) The Lenders shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and its Subsidiaries may be subject after giving effect to the Transactions, and with the plans of the Borrower or such Subsidiaries with respect thereto. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent the failure to obtain such consent or approval could, individually or in the aggregate, reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby, and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (m) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (n) The Lenders shall have received the audited, unaudited and pro forma financial statements referred to in Section 3.05. (o) Holdings shall have issued not less than $65,000,000 of Holdco Notes and the Borrower shall have received net cash proceeds of not less than $62,700,000 from the issuance of the Holdco Notes. The terms and conditions of the Holdco Notes (including terms and conditions relating to the interest rate, fees, amortization, maturity, covenants, pay-in-kind provisions, events of default and remedies) shall be reasonably satisfactory in all respects to the Lenders. Without limiting the foregoing, the Notes shall provide that, at any time during which the Borrower's ability to pay cash dividends to Holdings is restricted under the terms of this Section 4.02 Agreement, Holdings may, in lieu of paying interest on the Holdco Notes in cash and without causing a default thereunder, satisfy its obligation to pay interest on the Holdco Notes by issuing to the holders thereof additional Holdco Notes. (p) The Borrower shall have repurchased all Existing Subordinated Notes tendered and not withdrawn pursuant to the Debt Tender Offer; if less than all the outstanding Existing Subordinated Notes shall have been tendered and so purchased, the Consent Solicitation shall have become effective. (q) The Lenders shall have received a solvency letter from Houlihan, Lokey, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., in form and substance reasonably satisfactory to the Lenders, as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions and the consummation of the other transactions contemplated hereby. (r) All principal, premium, if any, interest, fees and other amounts due and owing under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof, and after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and its subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and Letters of Credit hereunder, (ii) the Holdco Notes, (iii) the Senior Subordinated Notes, (iv) Existing Subordinated Notes not tendered (or tendered and subsequently withdrawn) in the Debt Tender Offer and (v) the Indebtedness listed on Schedule 6.01. (s) Immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on or about the Closing Date, no more than $50,000,000 of Revolving Loans shall have been borrowed (excluding the aggregate undrawn and unexpired amount of all outstanding Letters of Credit).

First Credit Event. On the Closing Date: (a) The Administrative Agent Agents shall have received, on behalf of itselfthemselves, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., U.S. counsel for Holdings the Borrowers, substantially to the effect set forth in Exhibit H-1, and (ii) Fraser ▇▇▇▇▇▇ Casgrain, Canadian counsel to the Canadian Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)amalgamation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) an officer of the state of its organizationLoan Party, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing or tax status of each Loan Party as of a recent date, from such the Secretary of StateState or other relevant Governmental Authority of the state or jurisdiction of its organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles of incorporation or amalgamation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb), (c) and (d) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The U.S. Pledge Agreement shall have been duly executed by the parties thereto and delivered to the U.S. Collateral Agent and shall be in full force and effect, and (i) all the outstanding Equity Interests of each Domestic Subsidiary (other than an Inactive Subsidiary) and (ii) 65% of the voting Equity Interests and 100% of the nonvoting Equity Interests (if any) of each Foreign Subsidiary (other than an Inactive Subsidiary) directly owned by the U.S. Borrower or any Domestic Subsidiary, shall have been duly and validly pledged thereunder to the U.S. Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such shares, if any,

First Credit Event. On the date of the first Credit Event, such date (the “Closing Date”) being the date on or prior to which the following conditions have been satisfied or waived by the Required Lenders: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions[Reserved.] (b) [Reserved.] (c) The Administrative Agent shall have received (i) a copy of the certificate or certificate, articles of incorporation (or other similar formation constitutive document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying certifying, to the extent applicable to such Loan Party, (A) that attached thereto is a true and complete copy of the by-laws (laws, operating agreement or equivalent) partnership agreement, as applicable, of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board member, the general partner or board of Directors directors or managers, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or certificate, articles of incorporation or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including all reasonable and documented (in summary form) out-of-pocket fees, costs, disbursements and expenses of (i) the Agents (limited, in the case of counsel, to all reasonable fees, costs, disbursements and expenses of the Agents’ outside counsel, King & Spalding LLP (“K&S”)), and (ii) Moelis & Company LLC (“Moelis”), as financial advisor to the Administrative Agent (pursuant to that certain letter of engagement dated as of April 25, 2016, by and between K&S, Credit Suisse, the Borrower and Moelis (the “Moelis Engagement Letter”), in each case, to the extent invoiced to the Borrower no later than one business day prior to the Closing Date. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date, other than to the extent a post-closing delivery is provided therefor in Section 5.15. Subject to entry of the Interim Order, the Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) [Reserved]. (i) [Reserved]. (j) [Reserved]. (k) [Reserved]. (l) [Reserved]. (m) Other than the Orders, all governmental and third party consents and approvals necessary in connection with the DIP Facility shall have been obtained (without the imposition of any conditions that are not acceptable to the Administrative Agent and the Required Lenders in their reasonable discretion) and shall remain in effect. (n) The Lenders shall have received, to the extent requested at least five days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (o) The Administrative Agent and the Lenders shall have received the Initial Budget. (p) All first day motions, including those related to the DIP Facility, filed by the Loan Parties and related orders entered by the Bankruptcy Court in the Chapter 11 Cases shall be in form and substance reasonably satisfactory to the Administrative Agent at the direction of the Required Lenders. (q) Other than the Chapter 11 Cases, or as stayed upon the commencement of the Chapter 11 Cases, there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to result in a Material Adverse Effect or (ii) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the DIP Facility, the Collateral or the transactions contemplated thereby. (r) Subject to entry of the Orders, the Collateral Agent, for the benefit of the Lenders, shall have a valid and perfected Lien on and security interest in the Collateral of the Debtors on the basis and with the priority set forth herein. (s) The Bankruptcy Court shall have entered the Interim Order within three (3) calendar days following the Petition Date, in form and substance satisfactory to the Administrative Agent and the Required Lenders, which Interim Order shall include, without limitation, copies of the DIP Facility and the Budget as exhibits thereto, entered on notice to such parties as may be satisfactory to the Administrative Agent and the Required Lenders, (i) authorizing and approving the DIP Facility and the Transactions, including, without limitation, the granting of the superpriority status, security interests and priming liens, and the payment of all fees, referred to herein; (ii) lifting or modifying the automatic stay to permit the Borrower and the Guarantors to perform their obligations and the Lenders to exercise their rights and remedies with respect to the DIP Facility; (iii) authorizing the use of cash collateral and providing for adequate protection in favor of the Prepetition Lenders as and to the extent provided herein; and (iv) reflecting such other terms and conditions that are satisfactory to the Administrative Agent, the Required Lenders and the Loan Parties in their sole discretion, in each case, on the terms and conditions set forth herein; which Interim Order shall be in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Administrative Agent and the Required Lenders. (t) The Loan Parties shall have appointed a CRO pursuant to the terms of an engagement letter in form and substance reasonably satisfactory to the to the Administrative Agent and the Lenders. (u) The Loan Parties shall have executed the Moelis Engagement Letter. (v) The Loan Parties shall have retained a real estate advisory firm reasonably acceptable to the Administrative Agent and the Lenders pursuant to the terms of an engagement letter in form and substance reasonably satisfactory to the to the Administrative Agent and the Lenders. (w) The Loan Parties shall have entered into a restructuring support agreement with the Requisite Consenting Lenders in form and substance reasonably satisfactory to the Administrative Agent and the Lenders (the “RSA”).

First Credit Event. On the Closing Date: (a) The On or before the Stage 1 CP Satisfaction Date, the Administrative Agent Agents shall have received, on behalf of itselfthemselves, the Lenders and the Issuing BankBanks: (i) this Agreement, executed by the Borrowers, the Lenders and each of the other parties hereto, and all attached Exhibits and Schedules; (ii) any Note requested by a Lender pursuant to Section 2.04 payable to the order of such requesting Lender; (iii) a favorable written opinion of (i1) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., U.S. counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 H-1, and (ii2) Fraser ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Casgrain LLP, Canadian counsel to the Canadian Borrowers, substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated as of the Closing Stage I CP Satisfaction Date, (B) addressed to the Issuing BankAdministrative Agents, the Administrative Agent Issuing Banks and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent Agents shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions.; (biv) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing or tax status of each Loan Party as of a recent date, from such the Secretary of State; State or other relevant Governmental Authority of the state or jurisdiction of its organization; (iiv) a certificate of the Secretary or Assistant Secretary (or such other corporate officer satisfactory to the Administrative Agent) of each Loan Party dated the Closing Stage I CP Satisfaction Date and certifying (A1) that attached thereto is a true and complete copy of the by-laws (or equivalent) organizational documents of such each Loan Party as in effect on the Closing Stage I CP Satisfaction Date and at all times since a date prior to the date of the resolutions described in clause (B2) below, (B2) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or persons performing similar functions) of such Loan Party authorizing the Transactions to be entered into by such Loan Party and the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D3) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.; (cvi) The Administrative Agent shall have received a certificate, dated the Closing Stage 1 CP Satisfaction Date and signed by a Responsible Financial Officer of the U.S. Borrower, confirming certifying (1) compliance with the conditions precedent set forth in paragraph Section 4.01(b) and (nc), (2) based on the U.S. Borrower’s projections, in each case after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to the initial Borrowing contemplated hereunder, the MAC Merger, the Refinancing Transactions and the other transactions contemplated hereby, that (A) the U.S. Borrower and its subsidiaries (including the MAC Group and its subsidiaries), taken as a whole, will be Solvent on the Implementation Date and (B) the U.S. Borrower and its subsidiaries (including the MAC Group and its subsidiaries, but without conversion of MAC Group’s financial statements to GAAP) will be in pro forma compliance (using the criteria therefor described in Section 6.04(i)) with Sections 6.10 and 6.11 as of September 30, 2010, (3) that all consents and approvals required pursuant to the terms of the MAC Merger Instruments to be obtained prior to the Implementation Date (other than the approval contemplated by Section 4.02(d)(i)) have been obtained (other than the approval of the shareholders of the MAC Group) and that all applicable waiting periods (if any) applicable to the MAC Merger shall have expired without any action being taken or threatened by any competent authority that would result in a termination of any of the MAC Merger Instruments and (4) whether the U.S. Borrower elects to pursue Section 5.09(f)(i) and (g)(i) or Section 5.09(f)(ii) and (g)(ii); (vii) the U.S. Pledge Agreement duly executed by the parties thereto and (i) all the outstanding Equity Interests of each Material Subsidiary of the U.S. Borrower that is a Domestic Subsidiary (other than any Domestic Subsidiary that is a subsidiary of a Foreign Subsidiary) and (ii) 65% of the voting Equity Interests and 100% of the nonvoting Equity Interests (if any) of this each Material Subsidiary that is a first-tier Foreign Subsidiary directly owned by the U.S. Borrower or any Domestic Subsidiary of the U.S. Borrower, shall have been duly and validly pledged thereunder to the U.S. Collateral Agent for the ratable benefit of the Secured Parties, together with certificates representing such shares, if any, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the U.S. Collateral Agent, and the delivery of UCC-1 financing statements necessary to create a valid, legal and perfected first-priority Lien on the Collateral described therein (subject to any Lien expressly permitted by Section 4.02 6.02); (viii) the Canadian Pledge Agreement duly executed by the parties thereto, and all the outstanding Equity Interests of the Canadian Parent and certain of its Subsidiaries as of the Closing Stage I CP Satisfaction Date shall have been duly and validly pledged thereunder to the Canadian Collateral Agent for the ratable benefit of the Canadian Secured Parties, together with certificates, if any, representing such Equity Interests, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Canadian Collateral Agent and, if required, the delivery of PPSA financing statements necessary to create a valid, legal and perfected first-priority Lien on the Collateral described therein (subject to any Lien expressly permitted by Section 6.02); (ix) the Security Agreements duly executed by the Loan Parties party thereto and each document (including each financing statement) required by law or reasonably requested by the Collateral Agents to be filed, registered or recorded in order to create in favor of the Applicable Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement (which, for the avoidance of doubt, shall exclude any property or assets the granting of a Lien on which would result in adverse tax consequences to the U.S. Borrower or any Subsidiary); (x) the results of a search of the Uniform Commercial Code filings (or equivalent Personal Property Security Act filings) made with respect to each of the Loan Parties in the state (or other jurisdiction) within the U.S. or Canada in which such person is organized, and the other jurisdictions in which Uniform Commercial Code filings (or equivalent Personal Property Security Act filings) are to be made or amended pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agents that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated on the Effective Date; (xi) a Perfection Certificate with respect to the Loan Parties dated the Stage I CP Satisfaction Date and duly executed by a Responsible Officer of each of the Borrowers; (xii) the Guarantee Agreements duly executed by the parties thereto; (xiii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02; (xiv) copies of all MAC Merger Instruments, together with all amendments, supplements, waivers or other modifications thereto, in each case certified by a Responsible Officer of the U.S. Borrower as true, correct and complete, and any such amendment, supplement, waiver or other modification thereto that is materially adverse to the Lenders shall be in form and substance reasonably acceptable to the Administrative Agent and the Arrangers; and (xv) true and correct copies of (1) the audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of the U.S. Borrower, as of and for the year ended December 31, 2009, (2) the unaudited consolidated balance sheets and related condensed statements of operations and cash flows of the U.S. Borrower as of and for the period ended September 30, 2010, (3) the audited consolidated statement of financial position and related consolidated statements of income, change in equity, and cash flows of MAC Group, as of and for the year ended June 30, 2010, (4) pro forma consolidated financial statements for the U.S. Borrower for the most recently ended fiscal year and the most recently ended quarterly period for which internal financial statements are available in substantially the same form as previously provided to the Board of Directors of the U.S. Borrower, and (5) projections prepared by management of the U.S. Borrower of balance sheets, income and cash flow statements of the U.S. Borrower and its subsidiaries for the five year period following the Effective Date; (xvi) a certificate from the U.S. Borrower on or prior to the Stage 1 CP Satisfaction Date confirming which option (as set out in Section 5.09(f)) it intends to pursue; and (xvii) all documentation and other information that the Administrative Agents, the Lead Arrangers and the Lender shall have requested in order to comply with its respective obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case to the extent such documentation and other information shall have been requested reasonably in advance of the State 1 CP Satisfaction Date. (b) On or before the Effective Date, the Administrative Agents and the Lead Arrangers shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Agents) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (c) As of the Stage 1 CP Satisfaction Date, no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or Government Agency (as defined in the MAC Merger Agreement) or other legal restraint or prohibition preventing the MAC Merger is in effect, and no steps have been taken by any Court (as defined in the MAC Merger Agreement) or Governmental Agency to effect any of the above, in either case, that provides the U.S. Borrower with the right to terminate its obligations under the MAC Merger Agreement as a result thereof. (d) On the Effective Date, the Administrative Agents shall have received, on behalf of themselves, the Lenders and the Issuing Banks, a certificate, dated the Effective Date and signed by a Financial Officer of the U.S. Borrower, certifying (i) that the shareholders of the MAC Group have approved the MAC Merger, (ii) that the Supreme Court of New South Wales or such other court of competent jurisdiction shall have approved the MAC Merger, (iii) the U.S. Borrower and its subsidiaries, taken as a whole, are Solvent and (iv) based on the U.S. Borrower’s financial projections, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to the Transactions, on the basis of a good faith estimate by the U.S. Borrower of the Scheme Consideration, the U.S. Borrower and its Subsidiaries (other than MAC Group and its subsidiaries) shall have a minimum Liquidity of at least U.S.$200,000,000. (e) Since October 15, 2010 and up until (i) 5:00 p.m. (Australian Eastern Daylight Time) on the day before the Second Court Date, the U.S. Borrower shall not have received notice from the MAC Group of a MSL Material Adverse Change; and (ii) 8:00 a.m. (Australian Eastern Daylight Time) on the Second Court Date, to the U.S. Borrower’s knowledge, there shall not have occurred a MSL Material Adverse Change Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the only representations and warranties relating to MAC Group and its subsidiaries the accuracy of which shall be a condition to the obligation of any Lender to make the Loans and of any Issuing Bank to issue any initial Letter of Credit to be used to facilitate the MAC Merger, including the deemed issuance of the Rolled Letters of Credit, shall be (A) the representations and warranties made by MAC Group in the MAC Merger Agreement, but only to the extent that the U.S. Borrower shall have the right to terminate its obligations under the MAC Merger Agreement as a result of an inaccuracy of such representations and warranties, and (B) the Specified Representations.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 I-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2I-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received, or shall receive substantially simultaneously with the initial Borrowing hereunder, all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Equity Interests of the Borrower and the Subsidiaries (other than Immaterial Subsidiaries and, in the case of Equity Interests of Foreign Subsidiaries, to the extent that Section 5.11(b) contemplates that such Equity Interests will be pledged after the Closing Date) shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares and interests, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary or Immaterial Subsidiary shall be required to pledge the capital stock of any of its Subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties other than Merger Sub in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal & each of Ecke▇▇ ▇▇▇m▇▇▇ ▇▇▇▇▇▇ LLP& ▇ell▇▇▇, ▇▇C, special counsel for Holdings Citadel, the Borrower and CLI, and Lion▇▇ ▇▇▇▇▇▇ & ▇oll▇▇▇, ▇▇vada counsel for Citadel, the BorrowerBorrower and CLI, substantially to the effect set forth in Exhibit F-1 J-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPExhibit J-2, substantially to the effect set forth in Exhibit F-2respectively, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and Citadel, the Borrower and CLI hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Banks and to the Administrative Agent, in their commercially reasonable judgment. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all of the outstanding capital stock of the Subsidiaries and all of the outstanding common stock of the Borrower shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent . (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to accounts receivable and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Mortgages and the other Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders other Agents and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and I-1, (ii) ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ LLP& Bockius, special Pennsylvania counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-2I-2 and (iii) local counsel satisfactory to the Agents, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions Transaction as the Administrative Agent Agents shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Agents and to the Lenders. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (iA), (B) and (C) below: (A) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each such Loan Party as of a recent date, date from such Secretary of StateState or (y) in the case of a partnership or of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiB) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or, its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (Cy) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (iA) above, and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiC) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (b) such other documents as the Agents and the Lenders may reasonably request. (d) The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date and signed by the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and (except to the extent that any such condition is required to be satisfactory or determined by the Lenders and/or the Agents) paragraphs (j), (n), (o) and (p) of this Section 4.02. (e) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all Certificated Securities (as such term is defined in the Pledge Agreement), shall have been delivered to the Collateral Agent, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral, (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral and (z) together with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken; and (ii) abovethe Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (cg) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph (as well as any jurisdictions where such Uniform Commercial Code filings would have been made pursuant to the Uniform Commercial Code as in effect in the relevant States prior to July 1, 2001), together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction requested by the Administrative Agent, in each case accompanied by evidence satisfactory to the Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 6.02 or have been released. (i) Each of the Mortgages, substantially in the form of Exhibit D with appropriate changes for local law, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 6.02, (iii) a lender's title insurance policy, paid for by the Borrower, in form and substance acceptable to the Agents, insuring such Mortgage as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 6.02 or otherwise agreed to by the Agents) shall have been received by the Administrative Agent and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Administrative Agent, insuring the Mortgages as valid first Liens on the Mortgaged Properties, free of Liens other than those expressly permitted under Section 6.02 or otherwise agreed to by the Agents, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or this Agreement or as reasonably requested in writing by the Agents or the Lenders. (i) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Agents. (j) The IPO Reorganization, the Initial Public Offering, the Tender Offer, the Refinancing and the other portions of the Transaction shall have been consummated in all material respects simultaneously with the incurrence of the initial Loans hereunder in accordance with applicable law and all related documentation, in each case in the form previously approved by the Administrative Agent, and otherwise on terms reasonably satisfactory to the Agents. Furthermore, all other conditions to the obligations of Holdings and its Affiliates set forth in the documents governing each portion of the Transaction shall have been satisfied in all material respects without giving effect to any waivers or amendments adverse to Holdings and its Subsidiaries or the Lenders not approved by the Administrative Agent. (k) The Borrower shall have received gross cash proceeds of at least $95,000,000 from the issuance of the New Senior Subordinated Notes. The terms and conditions of the New Senior Subordinated Notes shall be as described in the Form S-1 filed with the SEC and shall be substantially similar to terms and conditions of the Senior Subordinated Notes and otherwise reasonably satisfactory in form and substance to the Agents. (l) Holdings shall have received gross cash proceeds of at least $225,000,000 from the Initial Public Offering. The terms and conditions of the Initial Public Offering shall be as described in the Form S-1 filed with the SEC with respect thereto. (m) Holdings shall have conducted a tender offer/consent solicitation with respect to the Holdings Discount Notes pursuant to that certain Offer to Purchase for Cash any and all of the Outstanding 10-3/4% Senior Discount Notes due 2009 and Solicitation for Consents for Amendments of Related Indenture, dated _______ __, 2002. Holdings shall, concurrently with the consummation of the Transaction, purchase all Holdings Discount Notes validly tendered pursuant to the Tender Offer. On the Closing Date, the Administrative Agent shall have received true and correct copies of the all material documents related to the Tender Offer, certified as such by an appropriate officer of Holdings. (n) The cash proceeds received from the incurrence of the Senior Subordinated Notes and the Initial Public Offering, when added to the aggregate principal amount of Term Loans and up to $5,000,000 (or such other amount as may be agreed to by the Borrower and the Agents) of Revolving Loans incurred on the Closing Date, shall be sufficient to effect the Transaction and to pay all fees and expenses in connection therewith. (o) After giving effect to the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding Indebtedness or preferred equity, except as permitted by Sections 6.01 and 6.04. (p) All necessary material governmental and material third party approvals and/or consents in connection with the Transaction, the transactions contemplated by the Loan Documents and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the Transaction or the transactions contemplated by the Loan Documents or otherwise referred to herein. (q) All agreements relating to, and the corporate and capital structure of, Holdings and its Subsidiaries, in each case as the same will exist after giving effect to the consummation of the Transaction, shall be reasonably satisfactory to the Agents. (r) All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Agents or payable in respect of the Transaction, shall have been paid to the extent due and invoiced. (s) The Lenders shall have received a solvency certificate from the Chief Financial Officer of Holdings, in form and substance reasonably satisfactory to the Agents, setting forth the conclusions that, after giving effect to the Transaction and the incurrence of all the financings contemplated herein, each of Holdings, individually, Holdings and its Subsidiaries, taken as a whole, the Borrower, individually, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature. (t) The Administrative Agent shall have received (i) historical financial statements for Holdings and its Subsidiaries for each quarterly period ended after March 31, 2002 and twenty Business Days or more prior to the Closing Date, (ii) a pro forma opening balance sheet of Holdings and its Subsidiaries after giving effect to the Transaction and (iii) projections through December 31, 2007 for Holdings and its Subsidiaries after giving effect to the Transaction (it being understood that the projections previously delivered to the Administrative Agent are satisfactory), all of which financial statements or projections shall be consistent in all material respects with the financial information previously provided to the Administrative Agent by Holdings. (u) On the Closing Date, the Administrative Agent shall have received a certificate, dated the Closing Date and signed on behalf of the Borrower by a Responsible Officer of the Borrower, confirming (I) certifying that this Agreement and the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Total Revolving Credit Commitment on the Closing Date) are permitted under Section 4.04 of each of the New Senior Subordinated Note Indenture, the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture and (II) containing financial calculations (in form and substance reasonably satisfactory to the Administrative Agent) establishing compliance with the conditions precedent Fixed Charge Coverage Ratio (as defined in each of the Senior Subordinated Note Indenture, the New Senior Subordinated Note Indenture and the Holdings Discount Note Indenture) of greater than 1.75:1.0 (after giving effect to the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Revolving Credit Commitment on the Closing Date)) as required by the proviso to Section 4.04 of each of the Senior Subordinated Notes Indenture, the New Senior Subordinated Note Indenture and the Holdings Discount Note Indenture. (v) On the Closing Date, the total commitments in respect of the Existing Credit Agreement shall have been terminated, and all loans and notes (together with interest thereon) with respect thereto shall have been repaid in full, all letters of credit issued thereunder shall have been terminated (or incorporated as Existing Letters of Credit hereunder) and all other amounts (including premiums) owing pursuant to the Existing Credit Agreement shall have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall have been terminated (except as to indemnification and similar provisions, which may survive to the extent provided therein) and be of no further force and effect. In addition, the creditors in respect of the Existing Credit Agreement shall have terminated and released all security interests in and Liens created pursuant to any security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all such assets to the Borrower or the relevant Loan Party. The Administrative Agent shall have received evidence that the matters set forth in paragraph (n) of this Section 4.02 as of the Closing Date4.02(v) have been satisfied on such date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Fronting Bank, a favorable written opinion of (i) Weil, Gotshal & (A) ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇ and (B) Ireland, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. and/or other counsel reasonably acceptable to the Administrative Agent, each counsel for CommNet and the Borrower, substantially to the effect set forth in Exhibit F-2K-1 and Exhibit K-2, respectively, and (ii) Communications Act counsel for CommNet and the Borrower, substantially to the effect set forth in Exhibit K-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. Each of the Investor, and Holdings CommNet and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Fronting Bank and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentor, in the case of CommNet, following the Merger, the Secretary of CommNet) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Fronting Bank or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Date and signed by a Responsible Financial Officer of and on behalf of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) Each of the Guarantee Agreements and the Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (g) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and (i) all outstanding Capital Stock of the Borrower shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and (ii) CommNet and the Borrower shall have used their reasonable best efforts to duly and validly pledge under the Pledge Agreement Capital Stock in Downstream Affiliates such that the aggregate combined EBITDA of CommNet and the Downstream Affiliates with respect to which (A) all of the Capital Stock held by CommNet or a Wholly Owned Subsidiary has been so pledged or (B) to the extent not included in (A) above, Affiliate Advances have been pledged under the Loan Documents (but excluding in the case of clause (B) EBITDA of such Downstream Affiliates to the extent in excess of such Affiliate Advances to such Downstream Affiliates on the Closing Date), in each case to the extent included in Financed Proportionate EBITDA, represents at least 80% of the Financed Proportionate EBITDA for fiscal year 1997 projected by CommNet, based on the projections previously delivered by CommNet to the Administrative Agent (CommNet represents that such projections were made in good faith as of the date of delivery to the Administrative Agent and are consistent with the projections and assumptions set forth in the Information Memorandum) to the Collateral Agent for the ratable benefit of the Secured Parties and, in the case of certificated shares, certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (h) The Security Agreement, the Intellectual Property Security Agreement and the Collateral Account Agreement shall have been duly executed by the Loan Parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in each such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (i) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to CommNet, the Borrower and each other Loan Party in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph, together with copies of the financing statements disclosed by such search, accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement would be permitted under Section 6.02 or have been, or on or prior to the Closing Date will be, released. The Administrative Agent shall have received duly executed documentation evidencing the termination of (i) all the security interests granted in the Pledged Stock and in any other Collateral in connection with the Existing Credit Facility or otherwise and (ii) each obligation of CommNet or any Wholly Owned Subsidiary in respect of each letter of credit or portion thereof being replaced with the Letters of Credit to be issued simultaneously with the initial Credit Event hereunder. (j) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (k) The Recapitalization shall have been consummated (i) simultaneously with the initial Credit Event hereunder in accordance with applicable law and the Recapitalization Agreement and all related documentation and (ii) other than as set forth in (i) above, on terms reasonably satisfactory to Chase; and the conditions to the Investor's obligations set forth in the Recapitalization Agreement shall have been satisfied without giving effect to any waiver or amendment in any manner materially adverse to the Lenders that was not approved by the Required Lenders. Chase shall be satisfied that the aggregate level of fees and expenses paid in connection with the Recapitalization, the financing therefor and the other Transactions shall not exceed by a material amount the amount previously disclosed to Chase. (l) The Equity Contributions shall have been made, or shall be made simultaneously with the initial Credit Event hereunder, on terms satisfactory to the Lenders; and the Investor shall have received net proceeds of not less than $141,800,000 therefrom. (m) The Pre-Closing Debt Securities shall have been repurchased or redeemed or amended, or shall be repurchased or redeemed or amended simultaneously with the initial Credit Event hereunder, in amounts, at prices and on terms satisfactory in all respects to Chase and all significant negative and, if any, financial covenants benefitting holders of the Pre-Closing Debt Securities and all change in control or similar provisions contained therein shall have been effectively eliminated. (n) The Borrower shall have terminated and repaid, or shall terminate and repay simultaneously with the initial Credit Event hereunder, in full all Indebtedness outstanding under, the Existing Credit Facility, and all Liens in respect thereof shall have been, or will contemporaneously with the initial Credit Event hereunder be, released. (o) After giving effect to the Recapitalization and the other Transactions, (i) CommNet and the Subsidiaries shall have outstanding no preferred stock and no Indebtedness other than the Loans hereunder and Indebtedness otherwise permitted under Section 6.01 and (ii) the Borrower shall have outstanding no equity interest that is not directly owned by CommNet and pledged to the Collateral Agent under the Pledge Agreement. (p) There shall have been no material adverse change in the assets, business, properties, financial condition or results of this Section 4.02 operations of CommNet and the Downstream Affiliates on a combined basis since March 31, 1997. (q) The Lenders shall have received a reasonably satisfactory pro forma consolidated balance sheet of CommNet as of March 31, 1997, together with a certificate of CommNet, dated the Closing DateDate and signed by a Financial Officer of CommNet, to the effect that such statement fairly presents the pro forma financial position of CommNet and the Subsidiaries in accordance with GAAP (except to the extent otherwise noted) after giving effect to the Credit Events to occur on the Closing Date and the Recapitalization (and assuming the initial Credit Events and the Recapitalization occurred on March 31, 1997), and the Lenders shall be reasonably satisfied that such balance sheet and the transactions in connection with the Recapitalization and the financing arrangements contemplated hereby are consistent with the schedule of sources and uses of funds delivered to the Lenders prior to the date hereof and are not materially inconsistent with the Information Memorandum and the information, the projections or the financial model contained therein. CommNet shall also have provided such other financial information as the Lenders shall reasonably have requested in connection with the Recapitalization. (r) All requisite material Governmental Authorities and all material third parties shall have approved or consented to the Transactions to the extent required, all applicable antitrust appeal periods, if any, shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could 80 have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Recapitalization or the consummation of the other Transactions. (s) The Lenders shall have received a solvency letter in form and substance satisfactory to Chase from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. or another valuation firm acceptable to the Administrative Agent, together with other evidence reasonably requested by the Lenders as to the solvency of CommNet and the Subsidiaries on a consolidated basis, after giving effect to the Recapitalization and the consummation of the other Transactions.

First Credit Event. On As conditions precedent to the Closing Datefirst Credit Event hereunder: (a1) The Administrative Agent Company shall have receiveddelivered or shall have had delivered to the Agent, in form and substance satisfactory to the Agent and its counsel, each of the following (with sufficient copies for each of the Lenders) and duly executed and certified as required: (i) This Agreement; (ii) A Security Agreement and Guaranties substantially in the forms of Exhibits A and B to this Agreement; (iii) Such Supplemental Collateral Documents as may be requested of the Company and the Existing Non-Medical Guarantors by the Agent; (iv) Such UCC searches showing the filing and priority of all UCC filings made on behalf of itself, the Agent for the benefit of the Lenders and in connection with the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially Existing Credit Agreement subject only to the effect set forth security interests in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially liens acceptable to the effect set forth Agent in Exhibit F-2its sole and absolute discretion; (v) Certified copies of resolutions of the Board of Directors of the Company, in each case (A) dated of the Closing Date, (B) addressed to Existing Non-Medical Guarantors and each of the Issuing Bank, Existing Foreign Subsidiaries approving the Administrative Agent execution and the Lenders, and (C) covering such other matters relating to delivery of the Loan Documents to which such Person is party, the performance of the Obligations and the Transactions as consummation of the Administrative Agent shall reasonably request, and Holdings and transactions contemplated by the Borrower hereby request such counsel to deliver such opinions.Loan Documents; (bvi) The Administrative Agent shall have received (i) a copy A certificate of the certificate Secretary or articles an Assistant Secretary of incorporation (or other similar formation document), including all amendments thereto, the Company and of each of the Existing Non-Medical Guarantors certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Loan Party, certified Documents to which such Person is party; (vii) Certificates of good standing as of a recent date for the Company and each of the Guarantors from the Secretaries of State of California and each State in which such Person is incorporated or does business; (viii) A certificate of a Responsible Financial Officer of the Company in the form of that attached hereto as Exhibit C to this Agreement dated as of the Effective Date; (ix) Such opinions of counsel to the Company and the Guarantors as the Agent may request; (x) Such Stock certificates and Stock powers not previously delivered to the Agent as are required pursuant to the Existing Security Agreement, as amended and reaffirmed hereby and by the Secretary other Loan Documents; (xi) Consolidated and consolidating financial statements for the Company prepared by the Company for the period ending March 31, 2006; (xii) Consolidated financial statements for the Non-Medical Group prepared by the Company for the period ending March 31, 2006; (xiii) Evidence satisfactory to the Agent that the pledge to the Agent under the Security Agreement by the Company of State (equity interests in Spacelabs Healthcare, Inc., a Delaware corporation, is in compliance with all Requirements of Law and does not conflict with any Contractual Obligation by which the Company or equivalent) of the state any of its organizationSubsidiaries is bound; (xiv) Compliance Certificates, as defined in the Existing Credit Agreement and a certificate of legal existence andin the Medical Group Credit Agreement, if available in such jurisdiction, a certificate as to the good standing of each Loan Party prepared as of a recent datedate acceptable to the Agent and, from such Secretary of State; (ii) a certificate in the case of the Secretary Medical Group Credit Agreement, on a pro forma basis as of March 31, 2006. (2) The Company shall have paid such fees and other amounts as may have been separately agreed upon in a fee letter between the Company and the Agent. (3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or Assistant Secretary of each Loan Party dated the Closing Date registrations) required to be done and certifying (A) that attached thereto is a true performed and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing have happened precedent to the execution, delivery and performance of the Loan Documents and to which such person is a party andconstitute the same legal, valid and binding obligations, enforceable in the case of the Borroweraccordance with their respective terms, the borrowings hereunder, shall have been done and that such resolutions performed and shall have not been modified, rescinded or amended happened in due and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) abovestrict compliance with all applicable laws. (c4) The Administrative All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Loan Documents shall be satisfactory in form and substance to the Agent and its counsel. If the Effective Date shall not have received occurred and the first Credit Event consummated on or before July 19, 2006 as a certificate, dated the Closing Date and signed by a Responsible Officer result of the Borrower, confirming compliance with failure of the conditions precedent thereto set forth in paragraph (n) of this Section 4.02 as above to have been met to the satisfaction of the Closing DateAgent or otherwise, then this Credit Agreement and any right of the Company to receive credit hereunder shall automatically terminate and be of no further force or effect and the Agent and the Lenders shall be entitled to exercise all rights, powers and remedies available to them under the Existing Credit Agreement. Notwithstanding the foregoing, it is expressly acknowledged and agreed by the Agent and the Lenders that the conditions precedent described on Schedule 8(a) may not be satisfied on or prior to July 19, 2006 as required by this Paragraph 8(a) but may be satisfied as specified in Schedule 8(a).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 M-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2M-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveabove and (iv) such other similar documents and certificates as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Lead Borrower, confirming compliance with the conditions precedent set forth in paragraph Sections 4.01(c), 4.02(g), (nh), (i) of this Section 4.02 as of and (m). (d) The Administrative Agent shall have received all Fees, all fees payable under the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Lead Borrower hereunder or under any other Loan Document. (e) Each of the Security Documents, in form and substance reasonably satisfactory to the Collateral Agent, shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect and the other Guarantee and Collateral Requirements shall have been satisfied. The Collateral Agent shall have received evidence to the effect that (i) each of the financing statements relating to the Security Documents and (ii) each of the Mortgages shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, filed or recorded (as applicable) in the appropriate filing or recording office. Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that (x) the Mortgages relating to each of the Specified Florida Properties (other than the De ▇▇▇▇ Landfill, located at ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇ 34266) shall be delivered to the Collateral Agent but shall not be recorded by the Collateral Agent unless and until either (1) an Event of Default shall have occurred, or (2) the property to which such Mortgage relates has a fair market value (as reasonably estimated by the Collateral Agent) in excess of $5,000,000, and Borrower shall pay promptly upon demand any taxes or recorded charges relating thereto and (y) to the extent any security interest in any Collateral is not or cannot be perfected (or, in the case of Mortgages, granted) or any Guarantee and Collateral Requirements satisfied on or before the Closing Date (other than the perfection of the security interests in Equity Interests of the Lead Borrower and the Domestic Subsidiaries (to the extent required under the terms of the Guarantee and Collateral Agreement) and assets with respect to which a Lien may be perfected by the filing of a financing statement under the UCC or a customary intellectual property filing with the United States Patent and Trademark Office or the United States Copyright Office) after the Loan Parties’ use of commercially reasonable efforts to do so, then the perfection (or, in the case of Mortgages, grant) of a security interest in such Collateral or, if applicable, failure to satisfy any Guarantee and Collateral Requirement, shall not constitute a condition precedent to availability of the Credit Facilities on the Closing Date, but instead shall be required to be perfected (or, in the case of Mortgages, granted) within 90 days after the Closing Date (which period may be extended by up to an additional 90 days with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) pursuant to arrangements to be mutually agreed by the Administrative Agent and the Lead Borrower acting reasonably. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Lead Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.01 or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (h) Each of (i) the Specified Representations and (ii) such of the representations and warranties made by the Company with respect to the Company, its subsidiaries and its and their respective businesses in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or an Affiliate of Holdings) has the right to terminate its obligations under the Merger Agreement or not consummate the Acquisition pursuant to the terms of the Merger Agreement as a result of a breach of such representations in the Merger Agreement, shall be true and correct in all material respects. (i) The Refinancing shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated and immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Lead Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the June 2011 Notes and (c) Indebtedness set forth on Schedule 6.03. (j) The Lenders shall have received the financial statements referred to in Section 3.05. (k) The Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Lead Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or, if the most recently completed fiscal quarter is the end of a fiscal year, ended at least 90 days prior to the Closing Date), prepared after giving effect to the 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 other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act or include adjustments for purchase accounting. (l) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings in the form of Exhibit N certifying that after giving effect to the Transactions to occur on the Closing Date, the Loan Parties, taken as a whole, on a consolidated basis, are Solvent. (m) The Lenders shall have received, at least five days prior to the Closing Date, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for Holdings Parent and the Borrower, substantially to the effect set forth in Exhibit F-1 and F-1, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe general counsel of Parent, substantially to the effect set forth in Exhibit F-2F-2 and (iii) each local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters (including, in the case of the opinions provided by counsel described in clause (iii), real estate matters) relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings Parent and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document; provided that to the extent a perfected security interest in any Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificated securities of the Borrower and Triad) is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such Collateral shall not constitute a condition precedent to the first Credit Event but such requirement to create a perfected security interest in such Collateral shall be satisfied after the Closing Date in accordance with the Post-Closing Letter Agreement. (f) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons as indicated on the applicable schedules to the Guarantee and Collateral Agreement, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Subject to the proviso in clause (e) above, each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured. (i) The Merger shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance in all material respects with the Merger Agreement and in all material respects with applicable law, without giving effect to any amendment, modification or waiver of any material term or condition of the Merger Agreement that is materially adverse to the Lenders and not approved by the Arrangers (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall have received a copy of the Merger Agreement and all schedules related thereto, in each case certified by a Financial Officer as being final versions thereof. (j) The Borrower shall have received gross cash proceeds of not less than $3,000,000,403 from the issuance of the Senior Notes. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under each of the Existing Credit Agreements shall have been paid in full, each of the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have in each case received reasonably satisfactory evidence thereof, (ii) Parent shall have either (A) effected the Parent Debt Tender Offer and the related Parent Consent Solicitation or (B) deposited funds with the trustee under the indenture governing the Existing Parent Notes sufficient to discharge the Existing Parent Notes or effect covenant defeasance with respect to the Existing Parents Notes and (iii) Triad shall have either (A) effected the Triad Debt Tender Offers and the related Triad Consent Solicitations or (B) deposited funds with the applicable trustees under the indentures governing the Existing Triad Notes sufficient to discharge the applicable Existing Triad Notes or effect covenant defeasance with respect to the applicable Existing Triad Notes, in all cases prior to or substantially simultaneously with the initial funding of the Loans on the Closing Date. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Parent, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Notes and (c) Indebtedness set forth on Schedule 6.01 or permitted under Section 6.01. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (m) The Administrative Agent shall have received a certificate from the chief financial officer of Parent on behalf of Parent certifying that Parent and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (n) of this Section 4.02 as of The Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇▇, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 F-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as 4.01 and satisfaction of the condition precedent set forth in paragraph 9 of Exhibit D to the Commitment Letter dated June 6, 2003, among Holdings, CSFB and the other Lenders party thereto, relating to the Loans and Commitments contemplated hereby. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Each of the Mortgages, substantially in the form of Exhibit G, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Issuing Banks and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, substantially to as special counsel for the effect set forth in Exhibit F-2, in each case Loan Parties (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (h) Except as set forth in paragraph Schedule 5.12 (nwhich, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) of this Section 4.02 and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date. On or prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (j) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Sections 4.01(b) and (c) hereof. (k) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any of the Subsidiaries shall have any third party Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Roll-Over Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date, (ii) other Indebtedness incurred for capital expenditures or working capital purposes and (iii) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. For purposes of determining compliance with the conditions specified in Section 4.01 and this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 H-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date since, or prior to to, the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) aboveabove or reflected in the certified documents furnished by such Secretary of State, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) Except as provided in Section 5.12(b), the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, and, to the extent required by the Collateral Agent, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02 or such Mortgage) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02 or such Mortgage, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (j) The Borrower shall have received gross cash proceeds of not less than $318,035,250.00 from the issuance of Senior Secured Notes pursuant to the Senior Secured Notes Indenture. (k) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness set forth on Schedule 6.01, (c) Indebtedness outstanding under the Senior Secured Notes Indenture and (d) other Indebtedness permitted to be incurred under this Agreement in an aggregate outstanding principal amount not in excess of $5,000,000. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower and the Subsidiaries taken as a whole from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (m) The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent (determined in a manner consistent with the representation in Section 3.22). (n) All requisite Governmental Authorities and third parties set forth on Schedule 3.04 shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby, in each case, except as identified on Schedule 3.04. (o) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) Except for the Disclosed Matters, there shall be no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of this Section 4.02 as of any such person that involve any Loan Document or the Closing DateTransactions.

First Credit Event. On The effectiveness of the Closing DateCredit Agreement is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weilthe General Counsel or Assistant General Counsel of the U.S. Borrower, Gotshal in form and substance reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerBorrowers, substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit F-1 Administrative Agent and (iiiii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach foreign counsel listed on Schedule 4.02(a), substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ax) dated on the Closing Date, (By) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (Cz) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or certificate, articles of incorporation or partnership agreement (or other similar formation comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentcomparable entity) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of StateState (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentcomparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (Cy) that the certificate or certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated on or shortly prior to the Closing Date and signed by a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (nh) of this Section 4.02 as 4.02. (d) The Administrative Agent shall have received a certificate of a Financial Officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (e) The Administrative Agent shall have received all Fees, and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced two days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Guarantee and Pledge Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date, and all Collateral shall have been duly and validly pledged thereunder, to the extent required thereby, to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such Collateral, to the extent such Collateral is evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document upon completion of the filings or other actions referred to therein. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to Holdings, the U.S. Borrower and the Subsidiary Guarantors in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (i) Amounts sufficient to pay all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement (the “Payoff Amounts”) shall or will, substantially simultaneously with the initial funding of the Loans on the Closing Date, have been provided to the administrative agent thereunder. The Administrative Agent shall have received duly executed payoff letters and release documentation, in form and substance reasonably satisfactory to it, from the administrative agent under the Existing Credit Agreement confirming that, subject only to the receipt of the Payoff Amounts, the commitments thereunder shall be terminated and all guarantees and security in support thereof shall be discharged and released. Immediately after giving effect to the Transactions, including the payoff and discharge referred to in this paragraph, Holdings and its Subsidiaries shall have outstanding no Indebtedness for borrowed money, Hedge Agreements or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness set forth on Schedule 6.01(a).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a written opinion of (i) Weil, Gotshal Ropes & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2each local counsel listed on Schedule 4.02(a), in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, all in form and Holdings substance reasonably satisfactory to the Administrative Agent and customary for transactions of the type contemplated herein, and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (incorporation, or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or similar governing body or sole member of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or certificate of formation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, to the extent invoiced at least two days prior to the Closing Date (which invoice may include good-faith estimates of work required through and after the Closing Date, subject to review and reconciliation after the Closing Date) including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents (other than the Mortgages) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be Permitted Liens or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (h) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness permitted under Section 6.01. (i) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (j) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (k) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (l) The Lenders shall have received, to the extent requested in writing at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including analogous documents) and all amendments thereto, thereto of each Loan Party, Party certified as of a recent date by the Secretary of State (or equivalentother appropriate Governmental Authority) of the state (or country) of its organization, and a certificate of legal existence and, if available in organization or such jurisdiction, other evidence as is reasonably satisfactory to the Administrative Agent; (ii) a certificate as to the good standing (or other analogous certification to the extent available) of each Loan Party as of a recent date, from such the appropriate Secretary of StateState (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentsuch other analogous documents to the extent available) of such Loan Party as in effect on the Closing Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person it is a party andparty, and in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalentother analogous certification or such other evidence reasonably satisfactory to the Administrative Agent) or state certified copies of such documents furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiiv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiiii) above; and (v) such other documents as the Administrative Agent, the Lenders or the Issuing Bank may reasonably request. (b) The Administrative Agent shall have received a certificate of the Borrower, dated the Effective Date and signed by a Financial Officer of the Borrower confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date. (d) The Administrative Agent shall have received a certificatefavorable written opinion of (i) ▇▇▇▇▇ Lovells US LLP, special counsel to the Borrower and the Guarantors, (ii) ▇▇▇▇▇▇, Kunneman ▇▇▇▇▇▇▇▇▇, Curaçao counsel to the Lenders and (iii) ▇▇▇▇▇▇ & Bird, LLP, Georgia counsel to the Borrower and Guarantors, each dated the Effective Date and addressed to the Administrative Agent, the Lenders and the Issuing Bank, in form and substance satisfactory to the Administrative Agent and the Lenders, and the Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent. (e) Neither the Borrower nor any of its Restricted Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Effective Date. (f) The Existing Credit Agreement and all commitments thereunder to lend shall have been terminated, all letters of credit issued thereunder shall have been terminated, all amounts outstanding thereunder shall have been paid in full and all Liens, if any, securing any obligations thereunder or under any related agreement shall have been permanently released and the Administrative Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (g) The Administrative Agent shall have received counterparts of all Loan Documents signed on behalf of each applicable Loan Party. (h) The Administrative Agent shall have received an original Note duly executed by the Borrower and payable to the order of each Lender that has requested the same. (i) The Administrative Agent shall have (A) duly filed financing statements on or before the day of the First Credit Event under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Collateral Documents, covering the Collateral described therein, (B) received completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above and in such other jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such financing statements, (C) received evidence of the completion of all other recordings and filings of or with respect to the Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (D) (i) received certificates evidencing all of the Initial Pledged Equity (as defined in the Security Agreement) that is represented by certificates and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent and (ii) with respect to such Initial Pledged Equity that constitutes an uncertificated security, either (1) received evidence satisfactory to the Administrative Agent in its reasonable discretion that each issuer thereof has registered the Administrative Agent as the registered owner of such security or (2)(x) received evidence that an Authorization Statement (as defined in the Security Agreement) has been delivered to each issuer thereof and (y) received from each issuer thereof (I) an Acknowledgment and Consent (as defined in the Security Agreement) and (II) a Transaction Statement (as defined in the Security Agreement), confirming that each such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent or approval, and (E) received evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Collateral Documents has been taken. (j) The Loan Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Loan Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. (k) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (l) No material adverse change in the business, assets, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Loan Parties and their Subsidiaries, taken as a whole, shall have occurred since December 31, 2011 except as disclosed in public filings of the Borrower made with the Securities and Exchange Commission prior to the Closing Date and publicly available electronically at ▇▇▇.▇▇▇.▇▇▇ or ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. (m) The Borrower and each Guarantor shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act. (n) The Administrative Agent shall have received a breakage indemnity letter agreement in form and substance satisfactory to it, dated not later than the earliest applicable deadline set forth in Section 2.03(a), signed by a Responsible Officer on behalf of the Borrower. (o) To the extent applicable, confirming compliance with the conditions precedent set forth Administrative Agent and the Borrower shall enter into a post-closing letter agreement in paragraph (n) of this Section 4.02 form and substance satisfactory to the Administrative Agent, dated as of the Closing date hereof. (p) The Administrative Agent shall have received a Notice of Account Designation in the form attached hereto as Exhibit A-2. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notices shall be conclusive and binding.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Fulbright & ▇▇▇▇▇▇▇▇ LLPL.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case G (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or certificate, articles of incorporation (or other similar formation constitutive document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying certifying, to the extent applicable to such Loan Party, (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or managers, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or certificate, articles of incorporation incorporation, operating agreement or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (j) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Series A Preferred Stock and Series B Preferred Stock of Holdings and any other preferred stock issued on the same terms as the Series A Preferred Stock or Series B Preferred Stock of Holdings outstanding immediately prior the Closing Date and (c) Indebtedness set forth on Schedule 6.01. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower or any of the Subsidiaries from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (l) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings, certifying that each of the Loan Parties, after giving effect to the Transactions to occur on the Closing Date, is solvent. (m) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (n) of this Section 4.02 as of The Lenders shall have received, to the Closing Dateextent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On The initial Credit Event hereunder (and the Closing Dateobligations of the Lenders and/or the Issuing Bank, as applicable, in respect thereof) shall be subject to satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party (i) a counterpart of this Agreement and each of the other Loan Documents signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and each of the Loan Documents; (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, the Issuing Banks and the Issuing BankLenders, a the favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street LLP, substantially counsel for the Borrower in form and substance satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Collateral Agent, the Issuing Banks and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions.; (bc) The Administrative Agent shall have received with respect to the Borrower and TEP GP (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, Organizational Documents certified to be true and complete as of a recent date by the Secretary of State (or equivalent) appropriate Governmental Authority of the state State of its organizationDelaware and certified by a secretary or assistant secretary of the Borrower or TEP GP, as applicable, to be true and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party complete as of a recent date, from such Secretary of Statethe Closing Date; (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary of each Loan Party of the Borrower and TEP GP dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (limited liability company agreement of the Borrower or equivalent) of such Loan Party TEP GP, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or other governing body of such Loan Party the Borrower (and, if applicable, any shareholder or parent company of the Borrower) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation organization of such Loan Party each of the Borrower and TEP GP have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary executing the certificate pursuant to clause (ii) above.; (cd) The Administrative Agent and the Collateral Agent shall have received, on or before the Closing Date all documents and instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested by the Collateral Agent (to the extent required by the Security Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Collateral Agent for such filing, registration, publication or recordation shall have been made; (e) The Administrative Agent shall have received certified copies of the Related Documents, duly executed by the parties thereto; (f) Prior to or substantially simultaneously with the making of the initial Revolving Loans, the Transactions shall have been consummated; (g) The Administrative Agent shall have received (i) the unqualified audited consolidated financial statements of TEP for the fiscal year ended December 31, 2014, (ii) an unaudited pro forma condensed consolidated balance sheet of TEGP as of December 31, 2014 and (iii) an audited consolidated balance sheet of TEGP as of February 10, 2015; provided that the financial statements shall have been prepared in all material respects in accordance with GAAP; (h) The Administrative Agent shall have received financial projections of TEGP through the third year following the Closing Date which will be prepared on a basis consistent with the financial projections of TEGP delivered to the Arranger prior to the Closing Date; (i) The Administrative Agent shall have received (i) a Solvency Certificate from a Responsible Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit K and (ii) a Perfection Certificate from a Responsible Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit J; (j) The Administrative Agent shall have received a certificate, dated the Closing Date and certificate signed by a Responsible Officer of the Borrower, confirming compliance with Borrower as to the conditions precedent matters set forth in paragraph clause (nb) and (c) of Section 4.01 and clauses (f) and (m) of this Section 4.02 as 4.02; (k) The Administrative Agent 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 USA PATRIOT Act, at least five (5) Business Days prior to the Closing Date, that has been reasonably requested by any Lender at least ten (10) days in advance of the Closing Date; (l) The Arranger and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date (which, in the case of fees for the account of the Lenders, the Administrative Agent shall promptly pay to the Lenders), including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document; (m) The Total Leverage Ratio of the Borrower calculated for the Applicable Period ended December 31, 2014 and after giving pro forma effect to the Transactions and any Borrowings under this Agreement made on the Closing Date as if made on the last day of such period and still outstanding on the last day of such period shall not exceed 3.00:1.00; (n) All existing Liens on the TEP Common Units to be acquired by the Borrower from T-Dev Operations shall be released, and the Administrative Agent shall have received evidence of such release; and (o) The Administrative Agent shall have received a counterpart of Form FR U-1 signed on behalf of the Borrower and shall be satisfied that the amount of the Commitments do not exceed the “maximum loan value” (within the meaning of Regulation U) of the Collateral.

First Credit Event. On the Closing Restatement Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerPolypore, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case E (A) dated the Closing Restatement Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Polypore hereby request such counsel to deliver such opinionsopinion. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerPolypore, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Restatement Effective Date and signed by a Responsible Financial Officer of the BorrowerPolypore, confirming compliance with the conditions precedent set forth in paragraph Sections 4.1(b) and (nc). (d) The Administrative Agent and the Syndication Agents shall have received all Fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Polypore hereunder or under any other Loan Document. (e) The Guarantee and Collateral Agreement shall have been duly executed by each Loan Party. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (f) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Restatement Effective Date and duly executed by a Responsible Officer of Polypore, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of this Section 4.02 formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the Closing financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.2 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent on behalf of the Secured Parties as additional insured, in form and substance satisfactory to the Administrative Agent. (h) All amounts owing under the Existing Credit Agreement shall have been paid in full. (i) The Lenders shall have received the financial statements and opinion referred to in Section 3.5. (j) All requisite Governmental Authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. All requisite third party consents necessary for the consummation of the Transactions shall have been obtained except for those third party consents where the failure to so obtain such consents would not have a Material Adverse Effect. (k) The Administrative Agent shall have received a solvency certificate from the chief financial officer of Polypore documenting the solvency of Polypore and its Subsidiaries after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent. (l) The Lenders shall have received all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, at least five Business Days prior to the Restatement Effective Date.

First Credit Event. On the Closing Effective Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) Effective Date and addressed to the each Issuing Bank, the Administrative Agent and the Lenders, in form and (C) covering such other matters relating substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other senior officer of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowEffective Date, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) or shareholders, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other senior officer executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Officer of the Borrower, confirming certifying compliance with the conditions condition precedent set forth in paragraph Sections 4.01(b) and (nc), as applicable. (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days prior to the Effective Date, reimbursement or payment of this Section 4.02 all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Effective Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter or under any other Loan Document. (f) The Security Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Agreement) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party and such other jurisdictions that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created under the Security Documents, covering the Collateral described in the Security Documents , and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Effective Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Effective Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Substantially concurrently with the initial funding of the Loans hereunder, including by use of the proceeds thereof, the Effective Date Refinancing shall be consummated. (k) The IPO by shall have been consummated on terms substantially consistent the Form S-1 of the Borrower, including any amendments thereto, and the Administrative Agent shall have received reasonably satisfactory evidence thereof, including a copy of the effective Form S-1 Registration Statement.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion opinions of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP, substantially to Ohio counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true -118- and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On the Closing Date: (a) The Syndication Agent and the Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Fronting Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇ and (ii) counsel for Holdings and the Borrower in South Carolina, California and Connecticut, in each case substantially to the effect set forth in Exhibit F-2K-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Syndication Agent, the Fronting Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Syndication Agent or the Administrative Agent shall may reasonably request, and . Each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Fronting Bank and to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Syndication Agent and the Administrative Agent. (c) The Syndication Agent and the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) other authorizing action duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Syndication Agent, the Administrative Agent, the Lenders, the Fronting Bank or Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for Syndication Agent and the Administrative Agent, may reasonably request. (cd) The Syndication Agent and the Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Date and signed by a Responsible Financial Officer of and on behalf of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Syndication Agent and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) Each of the Guarantee Agreements and the Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (g) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Capital Stock of the Borrower and each domestic Subsidiary owned by Holdings or a Wholly-Owned Subsidiary and 65% of each foreign Subsidiary shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (h) The Security Agreement, the Intellectual Property Security Agreement and the Collateral Account Agreement shall have been duly executed by the Loan Parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in each such agreement (subject to any Lien expressly permitted by Section 6.02 and other than goods located in the State of Tennessee) shall have been delivered to the Collateral Agent. (i) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to Holdings, the Borrower and each other Loan Party in the states in which the chief executive office of each such person is located together with copies of the financing statements disclosed by such search, accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement would be permitted under Section 6.02 or have been released. The Administrative Agent shall have received duly executed documentation evidencing the termination of all the security interests granted in the Pledged Stock and in any other Collateral in connection with existing Indebtedness of the Borrower or any of the Subsidiaries or any other Person (other than security interests permitted by Section 6.02). (j) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (k) The Transactions shall have been consummated prior to or simultaneously with the initial Credit Event hereunder in accordance with applicable law and the Share Exchange Agreement and all related documentation and otherwise on terms reasonably satisfactory to the Lenders; and the conditions to Holdings' obligations set forth in the Share Exchange Agreement shall have been satisfied without giving effect to any waiver or amendment in any manner materially adverse to the Lenders that was not approved by the Lenders. (l) After giving effect to the Transactions, (i) the Borrower, VSI and SAC and the Subsidiaries shall have outstanding no preferred stock (other than with respect to SAC preferred stock which will be redeemed or repaid in accordance with Section 5.01(c) and preferred stock owned by Wholly-Owned Subsidiaries) and no Indebtedness other than the Loans hereunder and Indebtedness otherwise permitted under Section 6.01, (ii) Holdings shall have outstanding no equity interest or Indebtedness other than its common equity, all of which shall be owned, directly or indirectly by the Investors and former management and (iii) the Funds and Fund Affiliates shall own directly or indirectly not less than 66% of the outstanding common stock of Holdings. (m) There shall have been no material adverse change in the assets, business, properties, financial condition or results of operations of the Borrower and the Subsidiaries on a consolidated basis since December 31, 1997. (n) The Lenders shall have received (x) a reasonably satisfactory pro forma consolidated balance sheet of this Section 4.02 Holdings as of September 29, 1998, together with a certificate of Holdings, dated the Closing DateDate and signed by a Financial Officer of the Borrower, to the effect that such statement fairly presents the pro forma financial position of Holdings, the Borrower and the Subsidiaries in accordance with GAAP (except to the extent otherwise noted) after giving effect to the initial Credit Events and the Transactions, and the Lenders shall be reasonably satisfied that such balance sheet and the transactions in connection with the Share Exchange and the financing arrangements contemplated hereby are not materially inconsistent with the Information Memorandum and the information, the projections and the model contained therein. The Borrower shall also have provided such other financial information as the Lenders shall reasonably have requested in connection with the Share Exchange, (y) the Projections and (z) a certificate of the Chief Financial Officer of the Borrower confirming that EBITDA (giving effect to adjustments permitted to be made after the Closing Date in accordance with the definition of such term), determined on a pro forma consolidated basis for the Borrower and its subsidiaries for the twelve-month period most recently ended prior to the Closing Date (adjusted to give effect to the Share Exchange and other transactions contemplated on or about the Closing Date as if such transactions occurred on the first day of such twelve-month period), shall not be less than $42,000,000, such certificate to be in form and substance reasonably satisfactory to Agents.. (o) All requisite material Governmental Authorities and all material third parties shall have approved or consented to the Transactions to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Share Exchange or the consummation of the other Transactions. (p) The Lenders shall have received a solvency letter in form and substance satisfactory to the Lenders from ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. as to the solvency of Holdings, the Borrower and the Subsidiaries on a consolidated basis, after giving effect to the consummation of the other Transactions.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, substantially special counsel for Holdings and the Borrower, in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent and (ii) local U.S. counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Issuing BankClosing Date, the Administrative Agent and the Lenders, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official) or (B) in the case of a limited partnership or limited liability company, certified by the secretary or assistant secretary of each such Loan Party; (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation incorporation, certificate of limited partnership or certificate of formation of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; and ; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (cd) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (e) The Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the terms and conditions precedent of the Acquisition as set forth in paragraph the Acquisition Documents, without material amendment, modification or waiver thereof which is materially adverse to the Lenders without the prior written consent of the Joint Lead Arrangers. (f) Holdings shall have received gross proceeds of not less than $163.6 million from the Equity Financing. Holdings shall have contributed all net cash proceeds of the Equity Financing to the Borrower in the form of common equity. (g) The Borrower shall have received net cash proceeds from the issuance of $275 million of Senior Subordinated Notes pursuant to the Senior Subordinated Note Indenture. (h) The terms and conditions of the Senior Subordinated Notes (including terms and conditions relating to the interest rate, fees, amortization, maturity, subordination, covenants, defaults and remedies) shall be as set forth in the Offering Memorandum or otherwise reasonably satisfactory to the Agents. (i) The Lenders shall have received the financial statements referred to in Section 3.05. (j) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Senior Subordinated Notes and (iii) other Indebtedness permitted pursuant to Section 6.01. (k) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the Chief Financial Officer of the Borrower confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (l) All requisite governmental authorities and third parties shall have approved or consented to the Transactions and the other transactions comtemplated hereby to the extent required, and all applicable waiting periods shall have expired. (m) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and U.S. local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (n) The Facilities shall have received a rating from S&P and ▇▇▇▇▇’▇. (o) The ratio of this Section 4.02 (i) pro forma consolidated Indebtedness of the Borrower and its Subsidiaries as of the Closing Date (after giving effect to the Transactions but excluding any Revolving Facility Borrowings on the Closing Date), to (ii) pro forma consolidated EBITDA of the Borrower and its Subsidiaries for the four-fiscal quarter period most recently ended prior to the Closing Date for which financial statements are required to be delivered pursuant to Section 4.02(i) and calculated in accordance with Schedule 1.01(b) shall not be greater than 6.00 to 1.00. (p) All representations and warranties of each Loan Party set forth in the Acquisition Agreement shall have been true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (q) The Transaction Costs shall not exceed $70 million. (r) The Agents shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act (as defined in Section 9.19). Each Agent and each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date shall be deemed to have acknowledged receipt of and consented to and approved each Loan Document and each other document required to be approved by any Agent or Lender, as applicable, on the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & Kyle ▇. ▇▇▇▇▇▇ LLP▇▇, ▇▇rporate counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPH, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAgents, the Administrative Agent Issuing Bank and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent Agents shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & Moor▇, counsel for the Administrative Agent, may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 4.01. (d) All Loans outstanding hereunder prior to the Closing Date shall have been prepaid in full together with all interest accrued thereon to the date of prepayment. The Administrative Agent shall have received all Fees and other amounts due and payable hereunder on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. The Administrative Agent shall have received on the date hereof all Commitment Fees, L/C Participation Fees and Issuing Bank Fees accrued under the Original Credit Agreement through such date, whether or not at the time due and payable under the Original Credit Agreement. (e) The Collateral Requirement shall have been satisfied. (f) The conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be construed giving effect to the Acquisition and to the acquisition by the Borrower of any Subsidiaries acquired by it pursuant thereto. (g) The Collateral Agent shall have received a Perfection Certificate dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (h) The Guarantee Requirement shall have been satisfied. (i) The Agents shall have received audited financial information relating to the Purchased Assets in form and detail and covering periods satisfactory to them, including, without limitation, an audit by the Borrower's accountants of the Purchased Assets for fiscal years 1996 and 1997 and at least through the nine-month period ending September 30, 1998. Such financial statements present fairly the financial condition of the Purchased Assets as of such dates and for such periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Purchased Assets as of the Closing Datedates thereof. (j) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (k) All requisite Governmental Authorities and other third parties shall have approved or consented to the Transactions and the other transactions contemplated in connection therewith to the extent required, in each case to the extent failure to obtain such consent or approval could have a Material Adverse Effect or could materially and adversely affect the rights or remedies of the Lenders, the Administrative Agent, the Issuing Bank or the Swingline Lender and there shall be no action by any Governmental Authority, actual or threatened, that has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated in connection therewith.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal & each of ▇▇▇▇▇▇ & Bird LLP, counsel for Holdings Fox Rothschild LLP and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2S.C., in each case counsel for Loan Parties (Ai) dated the Closing Date, (Bii) addressed to Agent, the Lenders and the Issuing Bank, the Administrative Agent and the LendersBanks, and (Ciii) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestAgent, and Holdings and the Borrower Loan Parties hereby request such counsel to deliver such opinionsopinion. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (incorporation, certificate of formation or other similar formation document)partnership agreement, as applicable, including all amendments thereto, of each Loan PartyParty and each Subsidiary, certified as of a recent date by the 109 Secretary of State (or equivalent) of the state of its organization, organization (other than in the case of an unregistered general partnership) and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (in so called “long-form”, if available) of each Loan Party and each Subsidiary as of a recent date, date from such Secretary of State; State (or a comparable governmental official) (other than in the case of an unregistered general partnership) and an electronic bring-down good standing certificate of each Loan Party and each Subsidiary by the Corporation Service Company as of the Closing Date, (ii) a certificate of the Secretary or Assistant Secretary of each the Administrative Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement (or equivalent) if any), as applicable, of such each Loan Party and each Subsidiary as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such each Loan Party and each Subsidiary authorizing the execution, delivery and performance of each Loan Party and each Subsidiary’s obligations under the Loan Documents to which such person Loan Party or such Subsidiary is a party and, in the case of the BorrowerBorrowers, the borrowings incurrence of Loans and the issuance of Letters of Credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or certificate of such formation, as applicable, of each Loan Party have and each Subsidiary has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such each Loan Party; Party and each Subsidiary, and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent and the Sole Lead Arranger 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 Borrowers hereunder, under any other Loan Document or under Agent Fee Letter shall have been paid. (d) This Agreement and the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date and Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (e) Agent shall have received all Pledged Securities (as defined in the Guarantee and Collateral Agreement), if any, required to be delivered to Agent on the Closing Date pursuant to the Guarantee and Collateral Agreement, together with duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to Agent. (f) Agent shall have received a certificate, Perfection Certificate with respect to Loan Parties dated the Closing Date and signed duly executed by a Responsible Officer of the BorrowerAdministrative Loan Party , confirming compliance and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings), tax lien filings and judgment lien filings made with respect to Loan Parties in the states (or other jurisdictions) of formation of such Persons, jurisdictions in which 110 the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain real property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to Agent that the Liens indicated in any such financing statement (or similar document) would be Permitted Liens or have been or will be contemporaneously released or terminated. (g) Prior to the initial Borrowing hereunder, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments thereunder shall have been terminated and all guarantees and security in support thereof shall have been discharged and released, and Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Loan Parties shall have no outstanding Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement and (ii) the other Indebtedness set forth on Schedule 6.01(a). (h) The Lenders shall have received the historical financial statements and the Projections referred to in Section 3.05. (i) Agent shall have received a solvency certificate from a Responsible Officer of the Administrative Loan Party in the form of Exhibit F. (j) Agent and Lenders, shall have each received (i) at least ten Business Days prior to the Closing Date, all documentation and other information about the Loan Parties required under applicable "know your customer" and Anti-Money Laundering Laws, including the PATRIOT Act, that has been requested by the Agent and the Lenders at least Business Days prior to the Closing Date and (ii) at least five (5) days prior to the Closing Date, a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (k) Agent shall have received fully executed payoff letters (or other evidence of repayment) from all creditors being repaid (in whole or in part) in connection with the conditions precedent set forth making of the initial Loans, along with appropriate Lien releases. (l) (i) except for any litigation disclosed in paragraph writing to Agent prior to the Closing Date, no litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened in writing against any Loan Party or against the officers or directors of any Loan Party which, in the reasonable opinion of Agent, is deemed material and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority. (m) Since December 31, 2023, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 111 (n) Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of this Section 4.02 the Security Documents, each of which shall be endorsed or otherwise amended to name Agent (i) as an “additional insured party for the benefit of the Secured Parties” in the case of liability insurance policies or (ii) as “lender loss payee for the benefit of the Secured Parties” in the case of casualty and property insurance policies. (o) Agent shall have received fully executed copies of all lease documentation with respect to the Last Mile Equipment that is in full force and effect on the Closing Date.

First Credit Event. On the Restatement Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇Kirk▇▇▇▇ LLP& ▇lli▇, counsel ▇▇unsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and J, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (Ai) dated the Restatement Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (CB) that the certificate or articles of incorporation and by-laws of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing July 1, 1997, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (DC) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (iii) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Restatement Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Capital Stock of the Borrower and the Subsidiaries shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that, to the extent to do so would cause adverse tax consequence to the Borrower, (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the capital stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any of its Foreign Subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent filings) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Restatement Closing DateDate and duly executed by a Responsible Officer of the Borrower. (j) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19