Common use of First Credit Event Clause in Contracts

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 each Issuing Bank, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of Contents (c) 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, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership 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 (iv) below, (iv) that attached thereto is a true and complete copy of resolutions 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 on the Closing Date, (v) 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 (vi) 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. (d) The Administrative Agent shall have received a 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 (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 Merger and, if applicable, the Tender Offer shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (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 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), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. (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 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). (k) 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” for the purposes 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. (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. Table of Contents (m) Since the date of the Merger Agreement, there shall not have occurred any Company Material Adverse Effect.

First Credit Event. On or prior to the Closing Date:Date (except with respect to clause (b)(ii) below which shall be delivered subject to the timeframes set forth on Schedule 5.10(g)): (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders party hereto ei- ther (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 facsimile or e-mail transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Lenders Col- lateral Agent, the L/C Issuer and each Issuing Bankthe Lenders, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇(i) ▇▇▇▇▇▇ & ▇and ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special New York counsel for the Loan 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 each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of ContentsAgent. (c) The Administrative Agent (or its counsel) shall have received a certificate with respect to each Loan Party, each of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date items referred to in clauses (i), (ii) and certifying: (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, Organization Documents of such Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar officialofficial to the extent such concept or a similar concept exists under the laws of such jurisdiction) of the jurisdiction jurisdic- tion of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party), ; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) 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 (ivB) below, , (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or the shareholders or partners (or equivalent governing bodyas applicable) 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, , (vC) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party and (viE) 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 liqui- dation of such Loan Party; and (iii) a certificate of a director or an officer as to the incumbency and specimen signa- ture of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The Except for matters to be completed following the Closing Date in accordance with Sec- tion 5.10(g), (A) the Administrative Agent (or its counsel) shall have received received: (i) (x) the Security Documents set forth on Schedule 1.01A from the parties set forth thereon and (y) from each Loan Party, a counterpart of the Guarantee Agreement duly exe- cuted and delivered on behalf of such person; (ii) a completed Perfection Certificate, Certificate dated the Closing Date and signed by a Responsible Re- sponsible Officer of the BorrowerParent, together with all attachments contemplated thereby, (i) the Collateral Agent shall have received a pledge of all the issued and outstand- ing Equity Interests of (x) the Borrower and (y) each Subsidiary owned on the Closing Date di- rectly by any Loan Party; (ii) the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of trans- fer with respect thereto endorsed in blank (to the extent appropriate in the applicable jurisdiction); (iii) the Collateral Agent shall have received all promissory notes or other instru- ments (if any) representing Indebtedness required to be pledged pursuant to the Collateral Agree- ment (or other applicable Security Document as reasonably required by the Collateral Agent), to- gether with note powers or other instruments of transfer with respect thereto endorsed in blank (to the extent appropriate in the applicable jurisdiction); and the results of a search of the (iv) except as otherwise contemplated by any Security Document, all documents and instruments, including Uniform Commercial Code financing statements or equivalent filings in foreign jurisdictions 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 (or equivalent)in each case, tax including any supplements thereto) and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect perfect such Liens to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate extent required by, 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 Agreementpriority required by, released (or arrangements reasonably satisfactory to the Administrative Agent for such release Security Documents, shall have been made)filed, registered or rec- orded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Documents. (e) The Merger andAll Indebtedness, if applicable, fees and expenses due under the Tender Offer Existing Credit Agreement shall have been consummated been, or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreementinitial borrowing hereunder, without giving effect to any amendmentrepaid and all commit- ments thereunder terminated, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (the “Equity Financing”). (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05a customary payoff letter evidencing such repayment and termination. (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 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), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. (if) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower Parent confirming the solvency of Borrower Parent and its Subsidiaries subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (jg) 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 in reasonable detail at least three 3 Business Days prior to the Closing Date (or such later date as Parent or Borrower may agree), 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 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)Document. (k) 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” for the purposes 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. (li) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of Parent, 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 documentation material respects on and other information required by Section 3.25(a), as of such date except to the extent such information has representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been requested not less than ten true in all material respects on and as of such earlier date (10) Business Days 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 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 re- ceived notice from such Lender prior to the Closing Date. Table of Contents (m) Since the date of the Merger Agreement, there Date specifying its objection thereto and such Lender shall not have occurred any Company Material Adverse Effectmade available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On The several obligation of each Lender to make the Loans requested to be made by it on the Closing Date and the several obligation of each Issuing Bank to issue, amend, extend or prior to renew Letters of Credit on the Closing Date, are subject to satisfaction on the Closing Date of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders party hereto either (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 telecopy transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)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 BankBank on the Closing Date, a written opinion of favorable written (i) Bartlit ▇▇▇▇ ▇▇▇▇, Weiss, Rifkind, ▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, substantially as set forth in Exhibit H, (ii) ▇▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & . ▇▇▇▇▇▇ LLP▇, General Counsel and Vice President of the Borrower, substantially to the effect set forth in Exhibit I, and (iii) each special and local counsel reasonably satisfactory to the Administrative Agent as special counsel for the Loan Partiesspecified on Schedule 4.01(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the 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. Table of Contents, and each Loan Party hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate of in the Secretary or Assistant Secretary or similar officer case of each Loan Party dated each of the Closing Date items referred to in clauses (i), (ii), (iii) and certifying(iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation incorporation or other equivalent constituent and governing documentsformation, including all amendments thereto, of such each Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and 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 from such Secretary of State (or other similar official),) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party to the extent a certified certificate of formation is not available from the Secretary of State (or other similar official) of the jurisdiction of its organization; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 bylaws (or partnership 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 (ivB) below, (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing membermember or board of managers) 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 on the Closing Date, (vC) that the certificate or articles of incorporation or formation, and bylaws, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) and (ii)(A) above, respectively, (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 (viE) 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; (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 tax identification numbers and addresses). (d) The Collateral and Guarantee Requirement shall have been satisfied (subject to Section 5.14(b)) and the Administrative Agent shall have received a completed Perfection Certificate, Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and including the results of a search of the Uniform Commercial Code UCC (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 Certificates 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 permitted by Section 6.02 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)released. (e) The Merger and, if applicable, Acquisition and the Tender Offer other Transactions shall have been consummated or shall be consummated simultaneously with or substantially concurrently with immediately following the closing under this Agreement on in accordance with the terms described in the Merger Agreement, Acquisition Agreements and all other related documentation (without giving effect to any material amendment, Table of Contents waiver, consent modification or other modification waiver thereof by Holdings that which is materially adverse to the interests Lenders (as reasonably determined by the Administrative Agent) without the prior consent of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditionedAdministrative Agent). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (the “Equity Financing”). (g) The Administrative Agent Lenders shall have received the financial statements referred to in Section 3.05. (g) The Borrower shall have delivered a certificate, in form and substance reasonably satisfactory to the Arrangers, demonstrating in reasonable detail that the incurrence of indebtedness up to the full amount of the Facilities (and the Liens securing the Facilities) are on the Closing Date and will be at all times thereafter, permitted pursuant to the terms of the Senior Note Indenture. (h) On the Closing Date, after After giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any of Holdings and the Subsidiaries shall have any third party outstanding no 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), (ii) the Senior Unsecured Notes and/or the Interim Loan FacilityNotes, (iii) other Indebtedness permitted to be incurred the Installment Notes, (iv) approximately $2.6 million of Capital Lease Obligations or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) purchase money Indebtedness, and (ivv) other Indebtedness permitted under pursuant to Section 6.01 or approved by the Arrangers in their reasonable discretion6.01. (i) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C F and signed by a the Chief Financial Officer or another Financial Officer of each of Holdings and the Borrower confirming the solvency of Holdings, the Borrower and its the Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing DateTransactions. (j) There shall not have been any Material Adverse Effect, after giving effect to the Transactions, taken as a whole, since December 31, 2004. (k) Except as set forth in Schedule 3.04, no provision of any applicable law or regulation, including Mining Laws, and no judgment, injunction, order or decree shall prohibit the consummation of the Transactions, and all material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure to take, make or obtain would not be material to the Borrower and its Subsidiaries, taken as a whole. (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 at least three Business Days 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 and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPLLP and local counsel) 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)Document. (km) Except as The representations and warranties 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” for the purposes 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 Article III shall be satisfied (or waived) true and correct in all material respects on and as of the Closing Date. (ln) The Lenders shall have received the Borrower's business plan (to the extent updated or supplemented after September 23, 2005), which shall include a financial forecast on a quarterly basis for the first twelve months after the Closing Date and on an annual basis thereafter through the year of the Tranche B Maturity Date. (o) The Leverage Ratio shall not be greater than 2.50 to 1.00 on a Pro Forma Basis giving effect to the Transactions (including the scheduled repayment of the first installment of principal due on the Installment Notes within 10 days of closing, but excluding any Closing Date Revolving Facility Borrowings); and (p) The Administrative Agent shall have received certificates of insurance with respect to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, meeting the requirements of Section 5.02 and with endorsements naming the Collateral Agent as additional insured and as loss payee. (i) All Indebtedness under the Existing Credit Agreement shall have been repaid in full, (ii) the Existing Credit Agreement and all documentation Loan Documents (as defined therein), and all commitments thereunder, shall have been terminated on terms reasonably satisfactory to the Administrative Agent and (iii) the Administrative Agent shall have received a payoff letter duly executed and delivered by the Borrower and the Existing Agent or other evidence of such termination in each case in form and substance reasonably satisfactory to the Administrative Agent. (r) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each of Holdings and the Borrower (together with satisfactory supporting schedules and other information required by Section 3.25(adata) as to the matters set forth in clauses (e), to the extent such information has been requested not less than ten (10h), (j), (k) Business Days prior to the Closing Date. Table and (o) of Contents (m) Since the date of the Merger Agreement, there shall not have occurred any Company Material Adverse Effectthis Section 4.01.

First Credit Event. On or prior to the Closing Date:Date (except with respect to clause (b)(ii) below which shall be delivered subject to the timeframes set forth on Schedule 5.10(g)): (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders party hereto ei- ther (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 facsimile or e-mail transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Lenders Col- lateral Agent, the L/C Issuer and each Issuing Bankthe Lenders, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇(i) ▇▇▇▇▇▇ & ▇and ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special New York counsel for the Loan 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 each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of ContentsAgent. (c) The Administrative Agent (or its counsel) shall have received a certificate with respect to each Loan Party, each of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date items referred to in clauses (i), (ii) and certifying: (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, Organization Documents of such Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar officialofficial to the extent such concept or a similar concept exists under the laws of such jurisdiction) of the jurisdiction jurisdic- tion of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party), ; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) 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 (ivB) below, , (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or the shareholders or partners (or equivalent governing bodyas applicable) 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (vd) as Except for matters to be completed following the incumbency Closing Date in accordance with Sec- tion 5.10(g), (A) the Administrative Agent (or its counsel) shall have received: (i) (x) the Security Documents set forth on Schedule 1.01A from the parties set forth thereon and specimen signature (y) from each Loan Party, a counterpart of each officer executing any Loan Document or any other document the Guarantee Agreement duly exe- cuted and delivered in connection herewith on behalf of such Loan Party, and person; (viii) 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. (d) The Administrative Agent shall have received a completed Perfection Certificate, Certificate dated the Closing Date and signed by a Responsible Re- sponsible Officer of the BorrowerParent, together with all attachments contemplated thereby, and (iii) 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 judgment lien filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate 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 evi- dence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing financ- ing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially been released concurrently with the closing under this Agreementof the Transactions on the Closing Date, released and (or arrangements iv) evidence reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Merger and, if applicable, the Tender Offer shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (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 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), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. (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 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). (k) 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” for the purposes 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 Guarantor Coverage Test has been satisfied (or waived) as of the Closing Date.; and (B) and in each case to the extent otherwise required by this Agreement and the Collateral Agree- ment or other applicable Security Document: (li) The Administrative the Collateral Agent shall have received a pledge of all the issued and outstand- ing Equity Interests of (x) the Borrower and (y) each Subsidiary owned on the Closing Date di- rectly by any Loan Party; (ii) the Collateral Agent shall have received all documentation and certificates or other information required by Section 3.25(a)instruments (if any) representing such Equity Interests, together with stock powers or other instruments of trans- fer with respect thereto endorsed in blank (to the extent such information has been requested not less than ten appropriate in the applicable jurisdiction); (10iii) Business Days prior the Collateral Agent shall have received all promissory notes or other instru- ments (if any) representing Indebtedness required to be pledged pursuant to the Closing Date. Table Collateral Agree- ment (or other applicable Security Document as reasonably required by the Collateral Agent), to- gether with note powers or other instruments of Contents transfer with respect thereto endorsed in blank (m) Since to the date of extent appropriate in the Merger Agreement, there shall not have occurred any Company Material Adverse Effect.applicable jurisdiction); and

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 party hereto either (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 telecopy or other electronic transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)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 and each Issuing Bankthe Lenders, a written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special counsel for the Loan PartiesParties and (ii) each local counsel specified on Schedule 4.02(b), in each case case, (A) dated the Closing Date, (B) addressed to each Issuing Bankto, the Administrative Agent, the Collateral Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of ContentsAgent’s counsel. (c) The Administrative Agent shall have received a certificate of in the Secretary or Assistant Secretary or similar officer case of each Loan Party dated each of the Closing Date items referred to in clauses (i), (ii) and certifying(iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, partnership or certificate of formation or other equivalent constituent and governing documentsformation, including all amendments thereto, of such each Loan Party, (1A) in the case of a corporationcorporation or limited liability company, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and 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 from such Secretary of State (or other similar official),) or (B) in the case of a partnership, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 bylaws (or partnership 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 (ivB) below, (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner partner, managing member or managing memberequivalent) 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 on the Closing Date, (vC) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 (viE) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, Party; and (iii) a certificate of a director or an officer as to the knowledge incumbency and specimen signature of such person, threatening the existence of such Loan PartySecretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate, 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 (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)released. (e) The Merger and, if applicable, the Tender Offer shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (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 which are to be completed on or prior to such date and the other transactions contemplated hereby, none of Holdings, the Borrower or any of the and its Subsidiaries shall have any third party no outstanding 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), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion6.01. (if) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C B and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions to occur on the Closing Date. (jg) The Each of 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 one (1) Business Days Day prior to the Closing Date, 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 (1) Business Day 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 and ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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)Document. (k) 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” for the purposes 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. (lh) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a)regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, to including without limitation, the extent such information USA PATRIOT Act that has been requested not less than ten five (105) Business Days prior to the Closing Date. Table . (i) The Administrative Agent shall have received executed copies of Contents the Completion Guarantees, the FF&E Agreement (and the security document and financing statements in connection therewith) and the FF&E Intercreditor Agreement, each in form reasonably satisfactory to the Administrative Agent. (j) The Borrower shall have (i) received the Closing Date Equity Contribution and (ii) obtained commitments in respect of the FF&E Facility in an aggregate amount of not less than $30.0 million. (k) The Administrative Agent shall have received the results of a recent lien, bankruptcy and judgment search in each relevant jurisdiction with respect to the Loan Parties and such search shall reveal no Liens on any of the Collateral or other assets of the Loan Parties except for Permitted Liens and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent. (l) The Term B Facility shall have received a corporate credit rating from each of ▇▇▇▇▇’▇ and S&P. (m) Since The Administrative Agent shall have received Plans and Specifications and GMP contracts (including, for the date avoidance of doubt, with respect to the casino and the parking garage) in respect of the Merger Development covering at least 70% (or such lesser percentage as agreed to by the Administrative Agent) of the Hard Costs (as defined in the Disbursement Agreement, there ) and otherwise reasonably satisfactory to the Construction Consultant and the Administrative Agent. (n) The Maryland Department of Environment shall have approved the final Response Action Plan with respect to the Development (the “RAP”) pursuant to the currently ongoing public participation and administrative review process as of the Allocation Date and the estimated cost of fully implementing the RAP shall not have occurred any Company Material Adverse Effectbe projected to exceed $4.0 million, in the good faith determination of the Borrower, or, if such estimated cost shall be projected to exceed $4.0 million, the Borrower shall be in compliance with the In-Balance Test as of the Closing Date after giving effect to (i) an increase in the amount of the required Closing Date Equity Contribution and/or decrease in the amount of the Required Contingency (as defined in the Disbursement Agreement) (such decrease not to exceed $2.0 million) and (ii) such increased estimated cost.

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 party to this Agreement (i) a counterpart of this Agreement signed on behalf of each 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”)imaging transmission) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and each Issuing BankLenders, a favorable written opinion of ▇▇▇▇(i) Bass, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPPLC, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special counsel for the Loan PartiesBorrower, substantially to the effect set forth in Exhibit G-1, (ii) the general counsel of the Borrower, substantially to the effect set forth in Exhibit G-2, and (iii) each local counsel listed on Schedule 4.02(b), substantially to the effect set forth in Exhibit G-3, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. Table of Contents, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate copy of an opinion addressed to CHS from its outside tax advisor, subject to customary assumptions and limitations, as to the satisfaction of certain requirements necessary for the Distribution, together with certain related transactions, to qualify as generally tax-free for U.S. Federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying:Code. (d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such each Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction state of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such each Loan Party as of a recent date date, from such Secretary of State State; (ii) a certificate of the Secretary or other similar official), Assistant Secretary of each Loan Party dated the Closing Date and certifying (iiiA) that attached thereto is a true and complete copy of the by-laws (or partnership 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 (ivB) below, , (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing bodyits equivalent) 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 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 Closing Date, certificate of good standing furnished pursuant to clause (vi) 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 ; (viiii) a certificate of another officer as to the absence incumbency and specimen signature of any pending proceeding for the dissolution Secretary or liquidation of Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such Loan Party or, to other documents as the knowledge of such person, threatening Lenders or the existence of such Loan PartyAdministrative Agent may reasonably request. (de) The Administrative Agent shall have received a completed Perfection Certificatecertificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, together confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (j) of this Section 4.02. (f) The Administrative Agent shall have received all attachments contemplated therebyAdministrative Agent 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. (g) 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. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings equivalent filings) made with respect to the Loan Parties in the jurisdictions contemplated by states (or other jurisdictions) of formation of such persons as indicated on the Perfection Certificate applicable schedules to the Guarantee and Collateral Agreement, together with copies of the financing statements (or similar documents) disclosed by such search search, and accompanied by evidence reasonably satisfactory to the Administrative Collateral Agent that the Liens indicated by in any such financing statements statement (or similar documentsdocument) are Permitted Liens would be permitted under Section 6.02 or have been, been or will be simultaneously contemporaneously released 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)terminated. (e) The Merger and, if applicable, the Tender Offer shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (the “Equity Financing”). (gi) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the financial statements referred 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 in Section 3.05include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured. (hj) 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 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 The Spin-Off (including the Existing Roll-Over Letters Contribution and the Distribution) shall have been, or substantially simultaneously with the initial funding of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding Loans on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent shall be, consummated in accordance with clause (e) of this Section 4.02) applicable law and (iv) other Indebtedness permitted under Section 6.01 or approved as described in the Form 10 filed by the Arrangers in their reasonable discretion. (i) Borrower with the SEC and declared effective on April 4, 2016. The Lenders CHS Dividend shall have received a solvency certificate be paid substantially in simultaneously with the form initial funding 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 Loans on the Closing Date. (jk) The Agents Lenders shall have received all fees payable thereto or the financial statements and opinion referred 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). (k) 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” for the purposes 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 Date3.05. (l) The Administrative Agent shall have received (i) a solvency certificate from the chief financial officer of the Borrower on behalf of the Borrower in form and substance 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 and (ii) a solvency certificate from the chief financial officer of CHS on behalf of CHS in form and substance satisfactory to the Administrative Agent certifying that CHS and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (m) The Administrative Agent shall have received correct and complete copies of the Separation Documents. (n) The Borrower and each Subsidiary shall cease to have any obligations under the Third Amended and Restated Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, and January 27, 2014, among CHS, CHS/Community Health Systems, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent, or any other “Loan Document” or other agreement referred to therein or entered into in connection therewith. (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 Section 3.25(a)regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The ABL Facility Credit Agreement and the documents to be executed pursuant to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. Table of Contents (m) Since the date of the Merger Agreement, there terms thereof shall not have occurred any Company Material Adverse Effectbecome effective in accordance with their terms.

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 party thereto either (i) a counterpart of this Agreement and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery electronic transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this AgreementAgreement and such other applicable Loan Documents. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and each Issuing Bankon the Closing Date, a favorable written opinion of ▇▇▇▇(i) Wachtell, WeissLipton, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇, (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, P.A. (iii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ LLP, Esq., the General Counsel to the Borrower, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special (iv) other counsel for the Loan Partiesset forth on Schedule 5.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of Contents. (c) The Administrative Agent shall have received a certificate of in the Secretary or Assistant Secretary or similar officer case of each Loan Party dated each of the Closing Date items referred to in clauses (i), (ii), (iii) and certifying(iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, partnership or certificate of formation or other equivalent constituent and governing documentsformation, including all amendments thereto, of such each Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and 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 from such Secretary of State (or other similar official),) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 partnership 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 (ivB) below,; (ivB) that attached thereto is a true and complete copy of resolutions 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 on the Closing Date,; (vC) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above; (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 (viE) 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; (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; and (iv) such other documents as the Administrative Agent or the Lenders on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) 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 (i) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, or the delivery of stock certificates, (ii) the security agreement giving rise to the security interest therein and (iii) results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties and their Subsidiaries, and such search results shall reveal no liens on any assets of the Companies and their subsidiaries except for Permitted Liens and liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent) 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 5.02(d)), and the Administrative Agent shall have received a completed Perfection Certificate, 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 (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)released. (e) The Merger and, if applicable, the Tender Offer Lenders shall have been consummated or shall be consummated simultaneously or received a solvency certificate substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table form of Contents waiver, consent or other modification thereof Exhibit B and signed by Holdings that is materially adverse to the interests Chief Financial Officer of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B FacilityBorrower. (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 The ABL Credit Agreement shall be further contributed as common equity to the Borrower, consisting of at least $350,000,000 of cash equity (the “Equity Financing”)in full force and effect. (g) The Administrative Agent Existing Notes shall have been redeemed, repurchased or satisfied and discharged. (h) The Lenders shall have received the financial statements information referred to in Section 3.054.05. (hi) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, (x) Holdings shall have outstanding no Indebtedness and the Borrower or any of the and its Subsidiaries shall have any third party outstanding no 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), (ii) the Senior Unsecured Notes and/or extensions of credit under the Interim Loan Facility, ABL Credit Agreement and (iii) other Indebtedness permitted pursuant to Section 7.01. (j) Since December 31, 2011 there has been no event, development or circumstance that, individually or in the aggregate, has, had or would reasonably be incurred or outstanding expected to have a Material Adverse Effect. (k) All fees and expenses due and payable on or prior to the Closing Date Date, pursuant to the Merger Agreement (Engagement Letter or as may otherwise be modified with agreed between the Company, the Lead Arrangers’ consent in accordance with clause (e) of this Section 4.02) , the Joint Bookrunners and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. (i) The Lenders Co-Managers shall have received a solvency certificate substantially in been paid (which amounts, at the form of Exhibit C and signed by a Financial Officer option of the Borrower confirming Company, may be offset against the solvency proceeds 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 andFacility), including, to the extent invoiced at least three Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket expenses (including reasonable fees, charges and disbursements of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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). (k) 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” for the purposes 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 DateDocument. (l) The Administrative Agent shall have received all insurance certificates satisfying the requirements of Section 6.02 of this Agreement. The Administrative Agent shall have received all documentation and other information required by Section 3.25(a)regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act to the extent such information has been requested not less than ten (10) five Business Days prior to the Closing Date. Table of Contents . (m) Since [Reserved] (n) The Term B Facility shall have received a debt rating from each of ▇▇▇▇▇’▇ and S&P. For purposes of determining compliance with the date conditions specified in this Section 5.02, 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 Merger Agreement, there 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 occurred any Company Material Adverse Effectmade available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing First Restatement Effective Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders party hereto either (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 electronic transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)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 BankBank on the First Restatement Effective Date, a favorable written opinion (or opinions) of (i) ▇▇▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing First Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent and the 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 as the Administrative Agent shall reasonably request. Table of Contents. (c) The Administrative Agent shall have received a certificate of in the Secretary or Assistant Secretary or similar officer case of each Loan Party dated each of the Closing Date items referred to in clauses (i), (ii), (iii) and certifying(iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, partnership or certificate of formation or other equivalent constituent and governing documentsformation, including all amendments thereto, of such each Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) (where such certification is available in the relevant person’s jurisdiction of incorporation) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and 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 from such Secretary of State (or other similar official),) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiiii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the First Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-by laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing First Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (ivB) below, (ivB) that attached thereto is a true and complete copy of resolutions 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 on the Closing First Restatement Effective Date, (vC) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 (viE) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, Party; (iii) a certificate of a director or another officer as to the knowledge incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such personother documents as the Administrative Agent, threatening the existence of such Loan PartyLenders and any Issuing Bank on the First Restatement Effective Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the First Restatement Effective Date shall have been satisfied and the Administrative Agent shall have received a completed such updates to the Perfection Certificate, dated Certificate delivered under the Closing Date and signed Original Credit Agreement as shall have been requested by a Responsible Officer of the BorrowerAdministrative Agent, 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)released. (e) The Merger and, if applicable, the Tender Offer Administrative Agent shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described received a certificate in the Merger Agreement, without giving effect to any amendment, Table form of Contents waiver, consent or other modification thereof Exhibit B hereto signed by Holdings that is materially adverse to the interests Chief Financial Officer of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B FacilityBorrower. (f) Prior to, simultaneously, or substantially concurrently with the closing under this Agreement, the Co-Investors The Borrower shall have contributed an aggregate amount in received gross cash in proceeds of $625 million from the form issuance of common equity or other Equity Interests on terms reasonably acceptable to additional Senior Secured First Lien Notes and the Administrative AgentAgent shall have received evidence that all loans, accrued interest and which fees under the Original Credit Agreement have been or will be repaid on the First Restatement Effective Date and all commitments under the Original Revolving Facility shall be further contributed as common equity to the Borrower, consisting of at least $350,000,000 of cash equity (the “Equity Financing”)have been terminated. (g) The terms and conditions of the Senior Secured First Lien Notes, (including terms and conditions relating to the interest rate, fees, amortization, maturity, covenants, defaults and remedies) shall be as set forth in the Notes Offering Memorandum or otherwise reasonably satisfactory to the Administrative Agent Agent. (h) The Lenders shall have received the financial statements referred to in Section 3.05. (hi) On the Closing First Restatement Effective Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, Holdings shall have outstanding no Indebtedness and the Borrower or any of and the Subsidiaries shall have any third party outstanding no 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), (ii) the Senior Unsecured Notes and/or the Interim Loan FacilityNotes, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to Senior Unsecured Toggle Notes, (iv) the Merger Agreement Senior Subordinated Notes, (as may be modified with v) the Arrangers’ consent in accordance with clause Senior Secured First Lien Notes, (evi) of this Section 4.02) the Senior Secured Second Lien Notes and (ivvii) other Indebtedness permitted under pursuant to Section 6.01 or approved by the Arrangers in their reasonable discretion. (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 Date6.01. (j) The Agents Borrower shall have paid to the Administrative Agent, for the account of each Lender party hereto, the upfront fee separately agreed in writing between the Lenders and the Borrower. (k) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Closing Date andevidence that, to the extent invoiced at least three Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPcounsel to the Lenders and the Administrative Agent approved by the Borrower) 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). (k) 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” for the purposes 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 DateDocument. (l) 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. For purposes of determining compliance with the conditions specified in this Section 3.25(a)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 extent Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such information has been requested not less than ten (10) Business Days Lender prior to the Closing Date. Table of Contents (m) Since the date of the Merger Agreement, there First Restatement Effective Date specifying its objection thereto and such Lender shall not have occurred any Company Material Adverse Effectmade 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 party hereto either (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 telecopy or other electronic transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)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 and each Issuing Bankthe Lenders, a written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special counsel for the Loan PartiesParties and (ii) each local counsel specified on Schedule 4.02(b), in each case case, (A) dated the Closing Date, (B) addressed to each Issuing Bankthe Administrative Agent, the Administrative Collateral Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of ContentsAgent’s counsel. (c) The Administrative Agent shall have received a certificate of in the Secretary or Assistant Secretary or similar officer case of each Loan Party dated each of the Closing Date items referred to in clauses (i), (ii) and certifying(iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, partnership or certificate of formation or other equivalent constituent and governing documentsformation, including all amendments thereto, of such each Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and 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 from such Secretary of State (or other similar official),) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 partnership 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 (ivB) below, (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner partner, managing member or managing memberequivalent) 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 on the Closing Date, (vC) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 (viE) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, Party; and (iii) a certificate of a director or an officer as to the knowledge incumbency and specimen signature of such person, threatening the existence of such Loan PartySecretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The Except for matters to be completed following the Closing Date in accordance with Section 5.10(h) and/or as contemplated by the Post-Closing Collateral Requirements, the elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate, 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 (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)released. (e) The Merger and, if applicable, the Tender Offer shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (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 which are to be completed on or prior to such date and the other transactions contemplated hereby, none of Holdings, the Borrower or any of the and its Subsidiaries shall have any third party no outstanding 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), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion6.01. (if) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C B 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 to occur on the Closing Date. (jg) 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 one (1) Business Days Day prior to the Closing Date, 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 (1) Business Day prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ 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)Document. (k) 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” for the purposes 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. (lh) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a)regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, to including without limitation, the extent such information USA PATRIOT Act that has been requested not less than ten five (105) Business Days prior to the Closing Date. Table . (i) The Administrative Agent shall have received executed copies of Contents (mi) Since the date Master Lease Agreement and (ii) the Lease Guaranty, in each case in a form reasonably satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received an executed copy of the Merger AgreementCompletion Guarantee. For purposes of determining compliance with the conditions specified in this Section 4.02, there 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 occurred any Company Material Adverse Effectmade 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 party thereto either (i) a counterpart of this Agreement and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery electronic transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this AgreementAgreement and such other applicable Loan Documents. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bankthe L/C Issuer on the Closing Date, a favorable written opinion of ▇▇▇▇(i) Wachtell, WeissLipton, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇, (ii) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, ▇P.A., (iii) ▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special Esq., the General Counsel to the Borrower and (iv) other counsel for the Loan Partiesset forth on Schedule 5.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing BankL/C Issuer on the Closing Date, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of Contents. (c) The Administrative Agent shall have received a certificate of in the Secretary or Assistant Secretary or similar officer case of each Loan Party dated each of the Closing Date items referred to in clauses (i), (ii), (iii) and certifying(iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, partnership or certificate of formation or other equivalent constituent and governing documentsformation, including all amendments thereto, of such each Loan Party, (1A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and 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 from such Secretary of State (or other similar official),) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiiii) a certificate of the Secretary or Assistant Secretary or similar 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 partnership 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 (ivB) below,; (ivB) that attached thereto is a true and complete copy of resolutions 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 on the Closing Date,; (vC) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above; (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 (viE) 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; (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; and (iv) such other documents as the Administrative Agent, the Lenders and any L/C Issuer on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) 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 (i) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, or the delivery of stock certificates, (ii) the security agreement giving rise to the security interest therein and (iii) results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties and their Subsidiaries, and such search results shall reveal no liens on any assets of the Companies and their subsidiaries except for Permitted Liens and liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent) 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 5.02(d)), and the Administrative Agent shall have received a completed Perfection Certificate, 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 (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)released. (e) The Merger andLenders shall have received (i) a solvency certificate substantially in the form of Exhibit B-1 and signed by the Chief Financial Officer of the Borrower and (ii) the Administrative Agent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company addressed to the Administrative Agent and the Lenders from time to time party to this Agreement, if applicablein each case reasonably satisfactory in form and substance to the Administrative Agent and the Joint Lead Arrangers, demonstrating the financial condition and Solvency of Holdings, the Tender Offer Borrower and its Subsidiaries on a consolidated basis after giving effect to this Agreement, all Term Loans under the Term Credit Agreement to occur on the Closing Date, the payment of the Special Dividend, the consummation of the Refinancing and all other elements of the Transaction to occur on the Closing Date and the incurrence of all Indebtedness related thereto. (f) The Term Credit Agreement shall be in full force and effect, all conditions to funding thereunder (other than delivery of a notice of borrowing) shall be satisfied, on the Closing Date, and the Borrower shall have obtained $325,000,000 of Term Loans thereunder. (g) All amounts due or outstanding in respect of the Existing Credit Agreement shall have been consummated or shall be consummated simultaneously (or substantially concurrently with the closing under this Agreement on the terms described shall be) paid in the Merger Agreementfull, without giving effect to any amendmentall commitments in respect thereof terminated and all guarantees thereof discharged and released, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (the “Equity Financing”). (g) The Administrative Agent shall have received a “pay-off” letter in respect thereof. (h) The Lenders shall have received the financial statements information referred to in Section 3.054.05. (hi) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, (x) Holdings shall have outstanding no Indebtedness and the Borrower or any of the and its Subsidiaries shall have any third party outstanding no 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), (ii) the Senior Unsecured Notes and/or Term Loans under the Interim Loan FacilityTerm Credit Agreement, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) Senior Notes and (iv) other Indebtedness permitted under pursuant to Section 6.01 or approved by the Arrangers in their reasonable discretion. 7.01 and (iy) 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 issuance of any Letters of Credit hereunder to backstop or otherwise replace any letters of credit outstanding under the Closing DateExisting Credit Agreement, the Borrower shall have remaining Availability in an amount of not less than $75,000,000. (j) The Agents shall Since December 31, 2010 there has been no event, development or circumstance that, individually or in the aggregate, has, had or would reasonably be expected to have received all a Material Adverse Effect. (k) All fees and expenses due and payable thereto or to any Lender on or prior to the Closing Date andDate, pursuant to the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter or as may otherwise be agreed between the Company and the Arrangers shall have been paid (which amounts, at the option of the Company, may be offset against the proceeds of the Facilities), including, to the extent invoiced at least three Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket expenses (including reasonable fees, charges and disbursements of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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). (k) 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” for the purposes 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 DateDocument. (l) The Administrative Agent shall have received all insurance certificates satisfying the requirements of Section 6.02 of this Agreement. The Administrative Agent shall have received all documentation and other information required by Section 3.25(a)regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act to the extent such information has been requested not less than ten (10) five Business Days prior to the Closing Date. Table of Contents . (m) Since The Schedule to the date ISDA Master Agreement dated January 9, 2012 between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and Noranda Aluminum, Inc. shall have been amended and restated and be on terms reasonably satisfactory to the Administrative Agent, and the Guarantee and Collateral Agreement, dated January 9, 2012, among Holdings, the Borrower, each of its subsidiaries identified therein, each secured swap party that is a party thereto from time to time, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as collateral agent, shall have been terminated and the Liens granted thereunder released. (n) The Administrative Agent shall have received a Borrowing Base Certificate effective as of the Merger Agreementlast day of the month immediately preceding the Closing Date. For purposes of determining compliance with the conditions specified in this Section 5.02, there 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 occurred any Company Material Adverse Effectmade 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 party to this Agreement (i) a counterpart of this Agreement signed on behalf of each 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”)imaging transmission) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and each Issuing BankLenders, a favorable written opinion of ▇▇▇▇(i) Bass, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPPLC, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special counsel for the Loan PartiesBorrower, substantially to the effect set forth in Exhibit F-1, (ii) the general counsel of the Borrower, substantially to the effect set forth in Exhibit F-2, and (iii) each local counsel listed on Schedule 4.02(b), substantially to the effect set forth in Exhibit F-3, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. Table of Contents, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate copy of an opinion addressed to CHS from its outside tax advisor, subject to customary assumptions and limitations, as to the satisfaction of certain requirements necessary for the Distribution, together with certain related transactions, to qualify as generally tax-free for U.S. Federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying:Code. (d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such each Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction state of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such each Loan Party as of a recent date date, from such Secretary of State State; (ii) a certificate of the Secretary or other similar official), Assistant Secretary of each Loan Party dated the Closing Date and certifying (iiiA) that attached thereto is a true and complete copy of the by-laws (or partnership 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 (ivB) below, , (ivB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing bodyits equivalent) 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 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 Closing Date, certificate of good standing furnished pursuant to clause (vi) 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 ; (viiii) a certificate of another officer as to the absence incumbency and specimen signature of any pending proceeding for the dissolution Secretary or liquidation of Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such Loan Party or, to other documents as the knowledge of such person, threatening Lenders or the existence of such Loan PartyAdministrative Agent may reasonably request. (de) The Administrative Agent shall have received a completed Perfection Certificatecertificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, together confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (j) of this Section 4.02. (f) The Administrative Agent shall have received all attachments contemplated therebyAdministrative Agent 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. (g) 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. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings equivalent filings) made with respect to the Loan Parties in the jurisdictions contemplated by states (or other jurisdictions) of formation of such persons as indicated on the Perfection Certificate applicable schedules to the Guarantee and Collateral Agreement, together with copies of the financing statements (or similar documents) disclosed by such search search, and accompanied by evidence reasonably satisfactory to the Administrative Collateral Agent that the Liens indicated by in any such financing statements statement (or similar documentsdocument) are Permitted Liens would be permitted under Section 6.02 or have been, been or will be simultaneously contemporaneously released 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)terminated. (e) The Merger and, if applicable, the Tender Offer shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement, without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (the “Equity Financing”). (gi) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the financial statements referred 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 in Section 3.05include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured. (hj) 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 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 The Spin-Off (including the Existing Roll-Over Letters Contribution and the Distribution) shall have been, or substantially simultaneously with the initial funding of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding Loans on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent shall be, consummated in accordance with clause (e) of this Section 4.02) applicable law and (iv) other Indebtedness permitted under Section 6.01 or approved as described in the Form 10 filed by the Arrangers in their reasonable discretion. (i) Borrower with the SEC and declared effective on April 4, 2016. The Lenders CHS Dividend shall have received a solvency certificate be paid substantially in simultaneously with the form initial funding 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 Loans on the Closing Date. (jk) The Agents Lenders shall have received all fees payable thereto or the financial statements and opinion referred 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). (k) 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” for the purposes 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 Date3.05. (l) The Administrative Agent shall have received (i) a solvency certificate from the chief financial officer of the Borrower on behalf of the Borrower in form and substance 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 and (ii) a solvency certificate from the chief financial officer of CHS on behalf of CHS in form and substance satisfactory to the Administrative Agent certifying that CHS and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (m) The Administrative Agent shall have received correct and complete copies of the Separation Documents. (n) The Borrower and each Subsidiary shall cease to have any obligations under the Third Amended and Restated Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, and January 27, 2014, among CHS, CHS/Community Health Systems, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent, or any other “Loan Document” or other agreement referred to therein or entered into in connection therewith. (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 Section 3.25(a)regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The Term Loan Credit Agreement and the documents to be executed pursuant to the extent such information has been requested not less than ten terms thereof shall have become effective in accordance with their terms. (10q) Business Days prior to The Administrative Agent shall have received a Borrowing Base Certificate, dated as of the Closing Date. Table of Contents (m) Since , in form and substance satisfactory to the date of Administrative Agent and evidencing that Excess Availability on the Merger Agreement, there shall not have occurred any Company Material Adverse EffectClosing Date after giving effect to the Transactions is at least $100,000,000.