Common use of Conditions of Initial Credit Extension Clause in Contracts

Conditions of Initial Credit Extension. The occurrence of the Closing Date is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder on the Closing Date is are subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions condition specified in Sections 4.02(aSection 4.02(b) and (b) have has been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Closing Date Material Adverse Effect and Effect; (C) the current Debt Ratings; and (D) that the representations and warranties relating to the Borrower set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.13, 5.17, 5.18 and 5.19 are true and correct on and as of the Closing Date; and (viiivii) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as concurrently with the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireClosing Date is being terminated. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under The Acquisition shall be consummated in accordance with the Purchase Agreement and the other documentation related to the Acquisition, as in effect on the date hereof (collectively, the “Acquisition Documents”) without waiver or amendment thereof that is materially adverse to the Lenders unless consented to by Bank of America, N.A. and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedUBS Loan Finance LLC. (e) The Closing Date Borrower shall have occurred on or before April 7provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, 2016including, without limitation, the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall will be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower it is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower Company is duly organized or formed, and that the Borrower Company is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectstanding; (v) favorable opinions of a favorable opinion vice president and assistant general counsel of DLA Piper the Company and K&L Gates LLP, special outside counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower Company and the validity against the Borrower Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) a calculation of the current RatingsConsolidated Fixed Charge Coverage Ratio as of December 30, 2012; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on December 30, 2012, signed by a Responsible Officer of the Company; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts owing thereunder have been, or concurrently therewith are being, paid in full; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall will have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall Company will have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall will constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall will not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or electronic transmissions copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectit is organized; (v) a favorable opinion written opinion(s) of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender;, in the forms set forth as Exhibit E; and (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paidpaid to the extent invoiced at least one Business Day prior to the Closing Date. (c) Unless waived by the Administrative AgentAgent or Bank of America, N.A., as applicable, and subject to the provisions of the Fee Letters, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel due to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges Date and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or required to be incurred by it through paid pursuant to the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016Fee Letters. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals originals, or electronic transmissions (copies or facsimiles followed promptly by originals) originals (unless otherwise specified), each properly executed by a Responsible OfficerOfficer of the signing Loan Party (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, Agreement and each Lender and the BorrowerGuaranty; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable an opinion of DLA Piper ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative each Agent and each LenderLender and in form and substance reasonably satisfactory to the Administrative Agent; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents Company certifying as to which it is a party, the satisfaction of the conditions set forth in Section 4.02(a) (other than with respect to the representation and such consents, licenses warranty in Section 5.05(b)) and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredSection 4.02(b); (vii) a certificate Committed Loan Notice or Letter of a Responsible Officer stating (A) that Credit Application, as applicable, relating to the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireinitial Credit Extension. (b) Any The Company is in compliance with the Fee Letters and all fees and expenses required to be paid on or before the Closing Date shall have been paidpaid in full in cash. (c) Unless waived by All governmental and third party consents and approvals necessary in connection with the Administrative Agent, Loan Documents and the Borrower transactions contemplated thereby shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12been obtained. (d) All Obligations under The Administrative Agent shall have received evidence reasonably satisfactory to it that (and as defined ini) the Existing Credit Agreement shall has been or concurrently with the Closing Date is being terminated, all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released and all amounts outstanding thereunder have been (or will be with Cash on Hand and the proceeds of the Loans on the Closing Date) paid in full and (other than inchoate contingent obligations not then due ii) the Wachovia Credit Agreement has been or payable) concurrently with the Closing Date is being terminated and all commitments amounts outstanding thereunder shall have been terminated(or will be, at the 77 option of the Company, with Cash on Hand and the proceeds of the Loans on the Closing Date) paid in full. (e) The Closing Date shall There has been no change, occurrence or development since December 31, 2005 that either individually or in the aggregate, would constitute or would reasonably be expected to (1) have occurred a material adverse effect on the business, assets, liabilities, results of operations or before April 7, 2016. Without limiting the generality financial position of the provisions Restricted Companies, taken as a whole, (2) materially and adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents or (3) materially and adversely affect the rights and remedies of the last paragraph of Section 9.03, for purposes of determining compliance with Lenders under the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLoan Documents.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement, the amendment and restatement of the Original Credit Agreement and the obligation of the L/C Issuer and each Lender (if applicable) to make the Credit Extension requested to be made by it on the Closing Date is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12; (iii) [intentionally omitted]; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDocuments; (v) all trust, corporate, partnership, limited liability company and legal proceedings of the Company authorizing the transactions contemplated by this Agreement, all Organization Documents of the Company and the other documents in effect on the Closing Date, and all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership or governmental authorities; (vi) a favorable opinion of DLA Piper ▇▇▇▇▇ Lovells US LLP, special counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses in form and approvals required in connection with substance reasonably satisfactory to the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredAdministrative Agent; (vii) [intentionally omitted]; (viii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedsatisfied and immediately prior to the Closing Date there exists no Default or Event of Default under the Original Credit Agreement, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current RatingsDebt Rating; (ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on March 31, 2019 signed by a Responsible Officer of the Company; (x) [intentionally omitted]; (xi) [intentionally omitted]; and (viiixii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12. (d) All Obligations under On the Closing Date, no litigation by any entity (and as defined inprivate or governmental) shall be pending or threatened (i) with respect to any Loan Document or the Existing Credit Agreement transactions contemplated thereby or (ii) which the Administrative Agent or the Lenders shall determine could reasonably be expected to have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminateda Material Adverse Effect. (e) The There shall have been delivered to the Administrative Agent: (i) a solvency certificate in the form of Exhibit K, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date from an Authorized Financial Officer of the Company certifying as to the solvency of the Company and its Subsidiaries taken as a whole and the Company on a stand-alone basis and (ii) if requested by the Administrative Agent, such information regarding the compliance by the Company with the requirements of Section 6.04 for the business and properties of the Company and its Subsidiaries. (f) The Administrative Agent shall have received the financial statements and the Projections referred to in Section 5.05(d). (g) [Intentionally Omitted]. (i) Since December 31, 2018, nothing shall have occurred (and neither the Administrative Agent nor any of the Lenders shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Lenders shall determine has had, or believe could reasonably be expected to have, a Material Adverse Effect. (ii) On or prior to the Closing Date, all necessary governmental (domestic and foreign) and material third party approvals and consents in connection with the transactions contemplated by the Loan Documents to occur on or before April 7prior to the Closing Date and otherwise referred to herein or therein shall have been obtained and remain in effect, 2016and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Loan Documents to occur on or prior to the Closing Date. (i) (i) Upon the reasonable request of any Lender made at least ten days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Closing Date and (ii) at least three days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower. (j) Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender -------------------------------------- to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerPrincipal Officer of the applicable party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12, each in a principal amount equal to such Lender's Commitment; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Principal Officers of FMC and Technologies as the Administrative Agent may require evidencing request to establish the identity, identities of and verify the authority and capacity of each Responsible Principal Officer thereof authorized to act as a Responsible Principal Officer in connection with this Agreement and the other Loan Documents to which the Borrower FMC or Technologies is a party; (iv) such documents and certifications evidence as the Administrative Agent may reasonably require request to evidence verify that the Borrower each of FMC and Technologies is duly organized or formedincorporated, validly existing and that the Borrower is validly existing, in good standing in its jurisdiction of incorporation, including certified copies of the certificate of incorporation and qualified to engage bylaws of each of FMC and Technologies and certificates of good standing for each of FMC and Technologies in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectincorporation; (v) a favorable opinion certificate signed by a Principal Officer of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either FMC (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) certifying that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied, (B) certifying that there has been no event or circumstance since the date of the Audited Financial Statements that December 31, 2000, which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect Effect, and (c) showing the Debt Ratings of FMC on the Closing Date; (vi) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Associate General Counsel of FMC, substantially in the form of Exhibit C; (vii) an opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel to FMC and Technologies, substantially in the current Ratingsform of Exhibit D; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date pursuant to the Fee Letter shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due No event or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date circumstance shall have occurred on or before April 7since December 31, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender 2000 that has signed this Agreement shall had or could reasonably be deemed expected to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement and the obligation of each Lender to make its Credit Extension hereunder on the Closing Date is are subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that no Default shall exist, or would result from such proposed Credit Extension or from the conditions specified in Sections 4.02(a) and (b) have been satisfied, application of the proceeds thereof; (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Closing Date Material Adverse Effect and Effect; (C) the current Debt Ratings; and and (viiiD) such other assurancesthat the representations and warranties relating to the Borrower set forth in Sections 5.01, certificates5.02, documents5.03, consents or opinions 5.04, 5.13, 5.17, 5.18 and 5.19 are true and correct on and as of the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireClosing Date. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under The Acquisition and the other Transactions shall be consummated in accordance with the Acquisition Agreement and the other documentation related to the Acquisition and each of the other Transactions, each as in effect on the date hereof (collectively, the “Acquisition Documents”) without waiver or amendment thereof that is materially adverse to the Lenders unless consented to by Bank of America, N.A. and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedUBS Loan Finance LLC. (e) The Closing Date Borrower shall have occurred on or before April 7provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, 2016including, without limitation, the Patriot Act. (f) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Each Request for Credit Extension (other than a Bridge Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(a)(vi)(A) and (f) have been satisfied on and as of the date of the Credit Extension.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt Agent shall have received all of the following, each of which shall be originals or electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) counterparts of this Agreement executed counterparts by the Borrower and each Lender and a Guaranty executed by each Guarantor required to execute and deliver such Guaranty pursuant to Section 6.11 of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Restricted Person as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Restricted Person is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Restricted Person is duly organized or formed, and that each of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper Winston & S▇▇▇▇▇ LLP, counsel to the BorrowerRestricted Persons, substantially in the form of Exhibit F, and a favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., local counsel to the Restricted Persons for the State of Texas, in form and substance satisfactory to Administrative Agent, each addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer of each Restricted Person either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower such Restricted Person and the validity against the Borrower such Restricted Person of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Initial Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence satisfactory to it that (A) all Loans (as defined in the Existing Credit Agreement) of the Lenders (as defined in the Existing Credit Agreement) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Lenders under the Existing Credit Agreement to the Closing Date, (B) the commitments under the Existing Credit Agreement of such Lenders shall have been or shall concurrently be terminated and (C) all Liens securing obligations (including Hedging Contracts) in connection with the current RatingsExisting Credit Agreement are being concurrently released; (xi) the Initial Financial Statements; and (viiixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender LC Issuer or the Required Majority Lenders reasonably may require. (b) The Borrower shall have (i) received a preliminary rating of the Index Debt from Fitch of BBB- or better and (ii) received the proceeds of the issuance of senior notes pursuant to the Indenture in an aggregate amount of not less than $550,000,000, less customary underwriters’ discounts and issuance costs. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Borrower, is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower Borrowers is (A) duly organized or formed, formed and that the Borrower is (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the BorrowerBorrowers, addressed to the Administrative Agent and each LenderLender (which opinion shall expressly permit reliance by permitted successors and assigns of the addressees thereof); (vi) a certificate of a Responsible Officer of each of the Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the such Borrower and the validity against the such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of ▇▇▇▇▇▇▇▇▇ ended March 31, 2013, signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇, together with the consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ and its Consolidated Subsidiaries as of the fiscal quarter ended March 31, 2013, together with related consolidated statements of operations and retained earnings and cash flows for such fiscal quarter and the then elapsed portion of such fiscal year; (ix) [reserved]; (x) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all obligations (other than the Existing Letters of Credit) thereunder have been or, concurrently with the Closing Date are being, paid in full; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paidpaid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder. (c) Unless waived by the Administrative Agent, the Borrower ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerBorrowers; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower Company and the Subsidiary Guarantors is validly existing, in good standing standing, as applicable in their respective jurisdictions of formation, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) such executed documents as the Administrative Agent may require to perfect the Lenders' first priority security interest in the Collateral; (vi) evidence that the Administrative Agent, on behalf of the Lenders, shall have a perfected, first priority interest in the Collateral, subject to the liens set forth in Schedule 7.01, other than those to be removed in connection with the Existing Credit Agreement (and not including the TWI facility referenced therein); (vii) favorable opinion opinions of DLA Piper LLPTonkon Torp LLP and Patterson Palmer, counsel to the BorrowerLoan Parti▇▇, addressed ▇▇▇▇▇▇▇ed to the Administrative ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viviii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiix) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) that there is no action, suit, investigation or proceeding pending or, to the current Ratingsknowledge of the Borrowers, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to (x) have a Material Adverse Effect; (x) a certificate of a Responsible Officer of each Subsidiary Guarantor certifying that there are no provisions contained in the articles or bylaws of the Subsidiary Guarantor, or any agreements to which the Subsidiary Guarantor is a party, that would limit the ability of a Subsidiary Guarantor to make a Restricted Payment or to otherwise transfer property to the Company, other than those existing on the Closing Date and listed in Schedule 7.09; (xi) a duly completed Compliance Certificate dated as of the last day of the fiscal quarter of the Company ended on February 28, 2005, as adjusted on a pro-forma basis to reflect the Senior Debt Offering, and signed by a Responsible Officer of the Company; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiii) evidence that the Existing Credit Agreements have been or, concurrently with the Closing Date, are being terminated and all Liens securing obligations under the Existing Credit Agreements have been or, concurrently with the Closing Date, are being released; (xiv) no representations made by the Company and its affiliates to Bank of America and the Arranger in connection with the transactions contemplated by this Credit Agreement shall be incorrect in any material respect, and the Administrative Agent and the Lenders have not learned of any additional information since April 13, 2005, that could reasonably be expected to result in a Material Adverse Effect; (xv) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, all environmental reports, asset appraisals, field audits, and such other reports, audits or certifications as it may reasonably request; and (viiixvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Notwithstanding the above, certain Loan Documents with respect to TWI and Greenbrier Leasing, Ltd. may, in the sole discretion of the Administrative Agent, be provided to the Administrative Agent up to five (5) Business Days after the Closing Date. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7June 30, 20162005. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper LLPKevin O'Malley, counsel to the Borrower, addressed and an opinion of Do▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel to the Borrower, each ▇▇▇▇▇▇sed to the Administrative Agent and each Lender; , as to the matters set forth in Exhibit E and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence of the Closing Date Date, the initial effectiveness of this Agreement and obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectincorporation or organization; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇▇▇ Long & ▇▇▇▇▇▇▇▇, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent, covering enforceability of the Loan Documents and other matters to be agreed upon; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Ratingscalculation of the Consolidated Leverage Ratio as of December 31, 2011; (vii) a duly completed Compliance Certificate as of December 31, 2011, signed by a Responsible Officer of the Borrower; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C IssuerIssuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid to the Administrative Agent, the Arrangers or any other Lender (whether pursuant to the Fee Letter or otherwise) on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any other document furnished at any time under (this Agreement, shall be true and correct in all material respects on and as defined in) of the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedClosing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) There shall not have occurred a material adverse change since December 31, 2011 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Consolidated Entities taken as a whole, or in the facts and information regarding such entities as represented to date. (g) There shall not exist any action, suit, investigation, or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Borrower, its Consolidated Entities or any transaction contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect on the Borrower and its Consolidated Entities or any transaction contemplated hereby or on the ability of any party to perform its obligations under the documents to be executed in connection herewith or in connection with any other Loan Document. (h) The Closing Date Borrower and its Consolidated Entities shall be in compliance with all existing financial obligations and Contractual Obligations, the failure to comply with which could reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent and Lenders shall have occurred on completed all due diligence with respect to the Borrower, its Consolidated Entities and its Unconsolidated Entities and the Properties owned thereby. (j) The Existing Indebtedness has been (or before April 7will be, 2016. Without limiting the generality simultaneously with closing hereunder) repaid and satisfied in full and all lending commitments in respect of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to Existing Indebtedness have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoterminated.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the each Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence demonstrate that the Borrower each Loan Party is duly organized or formed, and that the Borrower Company is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of DLA Piper ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) that attached thereto is a true and correct calculation of the current RatingsLeverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Effective Date; and (viiivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from satisfactory evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement (other than contingent obligations in respect of the Existing Letters of Credit and inchoate indemnity obligations) have been (or shall substantially contemporaneously with the effectiveness hereof be) repaid in full (it being understood that such Lender prior to amounts may be repaid out of the proposed Closing Date specifying its objection theretoproceeds of Loans hereunder), and all commitments with respect thereto have been terminated.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) executed counterparts of each Subsidiary Guaranty, the Security Agreement and each of the other Collateral Documents to be delivered on the Closing Date, each in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Loan Party; (iv) (A) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral, and (B) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates (including those certificates and other documents customarily delivered in any applicable foreign jurisdiction) of the Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party or is to be a party; (ivvii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the each Borrower is duly organized or formedformed or incorporated, as the case may be, and that the Borrower is validly existing, existing and in good standing and qualified to engage in business in each under the laws of the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except organization (to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectsuch concept exists in such jurisdiction); (vviii) a favorable opinion of DLA Piper Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, special counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viix) a favorable opinion of the General Counsel of the Company, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (x) a favorable opinion of ▇▇▇▇▇ & Overy, special counsel to the Loan Parties relating to Dutch and Luxembourg matters, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (xi) a certificate of a Responsible Officer of the Company, on behalf of each Loan Party, either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower each Loan Party and the validity against the Borrower such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viixii) a certificate of signed by a Responsible Officer stating of the Company, on behalf of each Loan Party, certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements October 31, 2015 that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) the current Ratings; andabsence of any action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; (viiixiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Issuer or any Lender or the Required Lenders reasonably may require. (b) Any All Indebtedness of the Company and its Subsidiaries incurred under the Existing Credit Agreement shall be repaid in full, all commitments to extend credit thereunder shall be terminated, and the Administrative Agent shall have received a payoff letter, in form and substance reasonably satisfactory to the Administrative Agent, from Bank of America, as administrative agent under the Existing Credit Agreement, that all Liens related thereto shall be terminated after receiving the applicable payoff amount therefor. (i) All accrued, reasonable fees and expenses required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date (including the reasonable fees and expenses of counsel (including any legal counsel) for the Administrative Agent) shall have been paid and (ii) all accrued, reasonable fees and expenses required to be paid to the Lenders on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The IPO by Parent shall have been consummated with gross cash proceeds therefrom, in a minimum amount of $350,000,000 on terms substantially consistent with Amendment Number 2 of the Form S-1, including any further amendments thereto (the “BKFS S-1”), and the Administrative Agent shall have received satisfactory evidence thereof, including a copy of the effective Form S-1 Registration Statement. The Administrative Agent shall be reasonably satisfied that the Equity Purchase shall be consummated substantially in accordance with the terms described in the BKFS S-1 and any other agreements and other documents relating to the Equity Purchase and applicable Law and regulatory approvals. The Refinancing shall have been consummated and the Administrative Agent shall have received satisfactory evidence thereof. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12Note to the extent such Lender requests such Note at least two Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such certificates Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other actionrelevant governing body, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent case may require evidencing the identitybe, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by the Borrower of this Agreement and the validity against the Borrower of the other Loan Documents to which it is a party, and that such consentsresolutions or written consents have not been modified, licenses rescinded or amended and approvals shall be are in full force and effecteffect without amendment, modification or rescission, and (By) stating that no such consentsas to the incumbency and genuineness of the signature of the officers, licenses directors, managers or approvals are so requiredother authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization; (v) an opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and in form and substance reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 4.02(a) and Section 4.02(b); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer of Holdings attesting to the Solvency of Holdings, the Borrower and the Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions; (ix) executed counterparts of the Security Agreement together with the following: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank; (B) a completed Perfection Certificate, dated the Closing Date and executed by a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Loan Parties; (C) the current Ratings; andIntellectual Property Security Agreement, duly executed by each Loan Party required to execute such Intellectual Property Security Agreement pursuant to the Security Agreement, in proper form for filing with the United States Patent and Trademark Office or United States Copyright Office, as applicable; (viiic) such other assurances, certificates, documents, consents all fees and expenses required to be paid by (or opinions as on behalf of) the Borrower to the Administrative Agent, any L/C Issuer, the Swing Line Lender or Arrangers and the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel including fees pursuant to the Administrative Agent (directly to such counsel if requested by the Administrative AgentFee Letter) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full in cash (other than inchoate contingent obligations not then due or payablewhich amounts may be offset against the loan proceeds funded on the Closing Date) (and all commitments thereunder shall have been terminatedin the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date). (d) [Reserved.] (e) The Closing Date shall Since December 31, 2014, there has been no change, occurrence or development that has had or would reasonably be expected to have occurred on or before April 7, 2016. Without limiting the generality a Material Adverse Effect of the provisions type described in clause (a) of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretodefinition thereof.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Co-Administrative Agent’s Agents’ receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of Timken, if applicable, each dated the Closing Date such date (or, in the case of certificates of governmental officials, a recent date before the Closing Datesuch date) and each in form and substance satisfactory to the Co-Administrative Agent Agents and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative each Agent, each Lender and the BorrowerTimken; (ii) a Note executed by the Borrower Timken in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Timken as the Co-Administrative Agent Agents and the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower Timken is a party or is to be a party; (iv) such documents and certifications as the Co-Administrative Agent Agents and the Lenders may reasonably require to evidence that the Borrower Timken is duly organized or formed, and that the Borrower Timken is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of DLA Piper (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the BorrowerTimken, and (ii) in-house counsel of Timken, in each case, addressed to the Co-Administrative Agent Agents and each Lender, in form and substance reasonably satisfactory to the Co-Administrative Agents; (vi) a certificate of a Responsible Officer of Timken either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower Timken and the validity against the Borrower Timken of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of Timken certifying (A) that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) a certificate attesting to the Solvency of Timken and (C) its Subsidiaries on a consolidated basis, after giving effect to the current Ratingsconsummation of the transaction contemplated hereby, from Timken’s Chief Financial Officer; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Co-Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders Agents may reasonably may require. (b) Any All fees required to be paid by Timken in connection with the Loan Documents on or before the Closing Date shall have been paidpaid in full. (c) Unless waived by All accrued reasonable expenses of the Co-Administrative AgentAgents and the Lenders, the Borrower shall have paid all feesincluding, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced without limitation, Attorney Costs for which Timken has received a reasonably detailed invoice at least 5 days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full full. (other than inchoate contingent d) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of Timken, threatened in any court or before any arbitrator or Governmental Authority that (i) could reasonably be expected to materially and adversely affect Timken and its Subsidiaries, (ii) purports to adversely affect the ability of Timken to perform its obligations not then due under the Loan Documents, or payable(iii) and all commitments thereunder shall have been terminatedpurports to affect the legality, validity or enforceability of any Loan Document. (e) The Closing Date There shall not have occurred on a material adverse change in the business, assets, liabilities (actual or before April 7contingent), 2016operations or condition (financial or otherwise) of Timken and its Subsidiaries taken as a whole since December 31, 2014. Without limiting the generality of the provisions of the last paragraph of Section 9.0310.03, for purposes of determining compliance with the conditions specified in this Section 4.015.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Co-Administrative Agent Agents shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B; (vi) a certificate of signed by a Responsible Officer either certifying (A) attaching copies of that each Consolidated Party is in compliance in all consentsmaterial respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, licenses (B) all governmental, shareholder and third party consents and approvals required in connection with the execution, delivery and performance by necessary for the Borrower and the validity against the Borrower of to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to which it is obtain would not reasonably be expected to have a partyMaterial Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 7.11 for the fiscal quarter ending September 30, 2016 (which calculation, including a detailed calculation of each such consentsfinancial covenant, licenses and approvals shall be in full force and effect, or has been delivered to the Administrative Agent prior to the Closing Date); (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (AD) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and (C) the current Ratingsis in effect; and (viii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require. (b) There shall not have occurred since September 30, 2016 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent. (c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect, as determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date is L/C Issuer and each Lender to make its initial Credit Extension hereunder, and the amendments to the Existing Credit Agreement set forth herein, are subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement (including, without limitation, completed Schedules to this Agreement as of the Amendment Effective Date) and each Collateral Document, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Collateral Documents as a first priority Lien (subject to Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under such Collateral Documents as a first priority Lien (subject to Permitted Liens) in and to such other Collateral as the Administrative Agent may reasonably require; (iv) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party; (ivvi) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable an opinion of DLA Piper ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, covering matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viviii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals (other than authorizing resolutions) required in connection with the consummation by such Loan Party of the Loan Documents and the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiix) a certificate certificates of a Responsible Officer stating (A) that insurance and casualty policies naming the conditions specified in Sections 4.02(a) and (b) have been satisfiedAdministrative Agent, (B) that there has been no event or circumstance since the date on behalf of the Audited Financial Statements Lenders, as an additional insured in connection with the operations of the applicable Loan Party or lenders loss payee as their interests may appear under all insurance policies maintained with respect to the assets and properties of the Loan Parties that has had constitute Collateral; (x) evidence that any commitments or could be reasonably expected to haveother obligations of any Loan Party arising under the Existing Credit Agreement have been, either individually or in concurrently with the aggregateAmendment Effective Date are being, a Material Adverse Effect and continued hereunder; (Cxi) the current RatingsLenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; and (viiixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Issuer or any Lender or the Required Lenders reasonably may require. (bi) Any All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Amendment Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Amendment Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Amendment Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder on the Closing Date is Date, if any, are subject to satisfaction or waiver of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimile or electronic transmissions copies (followed promptly by originalsoriginals from the Borrower in the case of clauses (i) unless and (ii) below or as otherwise specifiedreasonably requested by the Administrative Agent), each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01; (ii) a Revolving Note executed by the Borrower in favor of each Revolving Lender requesting a Revolving Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP and B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel counsels to the Borrower, addressed to the Administrative Agent and each Lender;; and (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(aclauses (d) and (be) of this Section 4.01 have been satisfied, ; (B) that there has been no event or circumstance since the current Debt Ratings; and (C) that, as of the date of the Audited Financial Statements that has had or could be reasonably expected last financial statements delivered pursuant to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C IssuerExisting Credit Agreement, the Swing Line Lender or Borrower was in pro forma compliance with the Required Lenders reasonably may requirefinancial covenants contained in Section 7.10. (b) Any fees required to be paid by the Borrower on or before prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid. ; provided that invoices for such expenses have been presented to the Borrower a reasonable period of time (cand in any event not less than one (1) Unless Business Day) prior to the Closing Date (including, unless waived by the Administrative Agent, the Borrower shall have paid all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12). (i) Upon the reasonable request of any Lender made in writing at least ten (10) Business Days prior to the Closing Date, the Borrower shall have provided to such Lender the documentation and other information so requested by such Lender that satisfies all requirements of regulatory authorities applicable to such Lender and such Lender’s internal policies and procedures in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Closing Date and (ii) at least five (5) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall have delivered, to each Lender that so requests at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower. (d) All Obligations under The representations and warranties of the Loan Parties contained in Article V or any other Loan Document executed on the Closing Date, or which are contained in any document, certificate or other writing executed by a Responsible Officer and required to be furnished hereunder on or prior to the Closing Date, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as defined inof the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedas of such earlier date. (e) The No Default shall exist on the Closing Date shall have occurred or would result from any Credit Extension hereunder on the Closing Date or before April 7, 2016from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder on the Closing Date is are subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or electronic transmissions copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrowers, the Guarantor and each Lender and the Borrowerlisted on Schedule 2.01; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Credit Party is duly organized or formed, and that the Borrower each Credit Party is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerCredit Parties, addressed to the Administrative Agent and each Lender; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, ; (B) that there has been no event or circumstance since the current Debt Ratings; and (C) that, as of the date of the Audited Financial Statements that has had or could be reasonably expected Closing Date, the Borrowers are in pro forma compliance with the financial covenants contained in Section 7.10 (and attaching the computations in reasonable detail satisfactory to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current RatingsAdministrative Agent); and (viiivii) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreements have been or opinions as concurrently with the Administrative Agent, Closing Date are being terminated and any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireindebtedness for borrowed money thereunder has been repaid in full. (b) Any fees required to be paid by the Borrowers on or before prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrowers on or prior to the Closing Date pursuant to the Loan Documents shall have been paid. , provided that invoices for such expenses have been presented to the Parent Borrower a reasonable period of time prior to the Closing Date (c) Unless including, unless waived by the Administrative Agent, the Borrower shall have paid all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated). (ec) The Closing Date Credit Parties shall have occurred on or before April 7provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, 2016including, without limitation, the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt Agent shall have received all of the following, each of which shall be originals or electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to Agreement executed by the Administrative Agent, Borrower and each Lender and the BorrowerLender; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates certificate of resolutions or other action, incumbency certificates certificate and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of DLA Piper ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, in form and substance satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event does not exist any pending or circumstance since the date threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Audited Financial Statements initial Credit Extension or that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) evidence satisfactory to it that (A) all Loans (as defined in the Existing Credit Agreement) of the Lenders (as defined in the Existing Credit Agreement) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Lenders under the Existing Credit Agreement to the Closing Date, and (CB) the current Ratingscommitments under the Existing Credit Agreement of such Lenders shall have been or shall concurrently be terminated; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireInitial Financial Statements. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E; (vi) a favorable opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F; (vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, (a) a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurancesmaterial adverse change in, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuera material adverse effect upon, the Swing Line Lender or the Required Lenders reasonably may require. operations, business, properties, assets, liabilities (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.actual

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Lender and each of the Lendersits legal counsel: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12the Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent Lender, as to the matters set forth in Exhibit E and each Lendersuch other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) (i) attaching copies of all consents, licenses and approvals required in connection with the current Ratingsexecution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required; (vii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 29, 2008, signed by a Responsible Officer of the Borrower; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless otherwise waived by the Administrative AgentLender, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative AgentLender). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7June 27, 20162008. Without limiting The Lender will notify the generality Borrower of the provisions satisfaction of the last paragraph of Section 9.03, for purposes of determining compliance with the all documentation conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Funding Date (or, in the case of certificates of governmental officials, a recent date before the Closing Funding Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts an opinion of this Agreement▇▇▇▇▇ ▇▇▇▇▇ L.L.P., sufficient in number for distribution counsel to the Borrower, addressed to the Administrative AgentAgent and each Lender, each Lender and in substantially the Borrowerform of Exhibit G or as otherwise agreed by the Supermajority Lenders; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is and EnLink Holdings are duly organized or formed, and that the Borrower is and EnLink Holdings are validly existing, in good standing and qualified to engage in business in each jurisdiction where its their ownership, lease or operation of properties or the conduct of its their business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (viiii) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) certifying that the conditions specified in Sections 4.02(a4.02(b) and (c) and 4.03(a) and (b) have been satisfied; (iv) a duly completed Compliance Certificate as of the last day of the most recently ended fiscal quarter (or fiscal year) of the Borrower for which financial statements are available, signed by a Responsible Officer of the Borrower and demonstrating pro forma compliance with the financial covenants set forth in Section 7.08 (Bafter giving effect to the Combination and the incurrence of Indebtedness on the Funding Date); (v) a certificate as to the solvency of the Borrower individually and the Borrower and its subsidiaries taken as a whole (after giving effect to the Combination and the incurrence of Indebtedness on the Funding Date) from the chief financial officer of the Borrower’s general partner; (vi) evidence that there the Existing Credit Agreement has been no event or circumstance since concurrently with the date Funding Date is being terminated and arrangements satisfactory to the Administrative Agent shall have been made for (x) the release of all Liens securing obligations under the Existing Credit Agreement and (y) the release of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or Borrower’s Subsidiaries from their Guarantees in respect of the aggregate, a Material Adverse Effect Borrower’s 8.875% senior notes due 2018 and (C) the current Ratings7.125% senior notes due 2022; and (viiivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received evidence satisfactory to it that on or before the date of the initial Credit Extension hereunder, the transactions contemplated by the Contribution Agreement (as amended, restated, supplemented or otherwise modified in a manner not materially adverse to the Lenders unless the consent of the Supermajority Lenders has been obtained), shall have been consummated, without the waiver or modification of any condition precedent thereto or to the Merger Agreement (as defined therein) that is materially adverse to the Lenders unless the consent of the Supermajority Lenders is obtained. (c) There shall not have occurred since December 31, 2012 any event or condition that has had a Material Adverse Effect. (d) The Borrower and its Subsidiaries shall have provided any appropriate updates to the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (e) The Lenders shall have received updated Pro Forma Financial Statements and Forecast Financial Statements. (f) Any fees required to be paid on or before the Closing Date shall have been paid. (cg) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (eh) The Closing Funding Date shall have occurred on or before April 7June 30, 20162014. (i) The Administrative Agent shall have received a funds flow memorandum in form and substance reasonably satisfactory to it. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.014.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Funding Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLL, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and its Subsidiaries and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 31, 2023, signed by a Responsible Officer of the Borrower; (ix) [reserved]; (x) [reserved]; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (bi) Any fees related to this Agreement or any other Loan Document required to be paid on or before the Closing Date shall have been paid and (ii) all fees and amounts due and payable on or prior to the Closing Date to the Lenders under, and as defined in, the Existing Credit Agreement, shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7June 30, 20162023. (e) (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least two (2) days prior to the Closing Date and (ii) at least two (2) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, this Agreement and the Schedules and Exhibits attached hereto, and each other document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLL, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and its Subsidiaries and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; and; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2020, signed by a Responsible Officer of the Borrower; (ix) [reserved]; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts owing thereunder are paid in full; provided that each Lender that has signed this Agreement and that is a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to have waived any notice requirements to terminate the Aggregate Commitment (as defined in the Existing Credit Agreement) set forth in Section 2.05 of the Existing Credit Agreement; and; (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees related to this Agreement or any other Loan Document required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7December 31, 20162020. (e) (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least two (2) days prior to the Closing Date and (ii) at least two (2) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, this Agreement and the Schedules and Exhibits attached hereto, and each other document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Borrower, is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower Borrowers is (A) duly organized or formed, formed and that the Borrower is (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the BorrowerBorrowers, addressed to the Administrative Agent and each LenderLender (which opinion shall expressly permit reliance by permitted successors and assigns of the addressees thereof); (vi) a certificate of a Responsible Officer of each of the Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the such Borrower and the validity against the such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of ▇▇▇▇▇▇▇▇▇ ended March 31, 2011, signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇, together with the consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ and its Consolidated Subsidiaries as of the fiscal quarter ended March 31, 2011, together with related consolidated statements of operations and retained earnings and cash flows for such fiscal quarter and the then elapsed portion of such fiscal year; (ix) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all obligations (other than the Existing Letters of Credit) thereunder have been or, concurrently with the Closing Date are being, paid in full; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paidpaid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder. (c) Unless waived by the Administrative Agent, the Borrower ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles or electronic transmissions pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a CREDIT AGREEMENT – Page 57 recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business (A) in Illinois, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification (except to in any such jurisdiction that the extent that failure to do so be validly existing, in good standing or qualified to engage in business in such jurisdiction could not reasonably be expected to have a Material Adverse Effect); (v) a favorable opinion of DLA Piper Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower as of the Closing Date certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied or waived (which such waiver must be in writing) and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower, certifying as to no Default under the terms of this Agreement and evidencing compliance with the Section 7.10; (Cix) a duly completed Subordination Agreement as of the current RatingsClosing Date, signed by a Responsible Officer of the Borrower; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) UCC searches on the Borrower and its Subsidiaries evidencing no Liens except Liens permitted to exist hereunder; (xii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; and (viiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid by the Borrower pursuant to the Fee Letters on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and invoiced fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such invoiced fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative AgentAgent in accordance with the terms of this Agreement). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7July 17, 20162009. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G; (vi) a favorable opinion of ▇▇▇▇▇ Lord Bissell & Liddell LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H; (vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate of signed by a Responsible Officer stating of the Borrower certifying that (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedno Default exists, (B) that the representations and warranties of the Borrower contained in Article V are true and correct, (C) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, (1) a Material Adverse Effect material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (2) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document; and (CD) the current Debt Ratings; (ix) evidence of termination of all commitments to extend credit under the Existing Credit Facility and repayment of all amounts owed thereunder; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender Lender, or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv), (v), (xii) or (xiv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Committed Loan Notes executed by the Borrower in favor of each Lender requesting such a Note; 75911819_12, each in a principal amount equal to such Lender's Commitment; (iii) Bid Loan Notes executed by the Borrower in favor of each Lender requesting such a Note, each in the principal amount of the Bid Loan Sublimit; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing to evidence the identity, identities of and the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its in which it is required to be qualified to engage in business requires such qualification, except to the extent that the failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion , including certified copies of DLA Piper LLP, counsel to the Borrower's Organization Documents, addressed certificates of good standing and/or qualification to the Administrative Agent engage in business and each Lendertax clearance certificates; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been is no event event, circumstance, action, suit, investigation or circumstance proceeding pending or threatened in any court or before any arbitrator or Governmental Authority since the date of the Audited Financial Statements that which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect and Effect, (C) the current RatingsDebt Ratings (and including a copy thereof), and (D) as to the matters described in Section 4.01(d); (vii) an opinion of counsel to the Borrower in form and substance satisfactory to the Administrative Agent; (viii) the consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended 1998, 1999 and 2000, including balance sheets, income and cash flow statements, all audited and opined on by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal period ended September 30, 2001, and such other financial information as the Administrative Agent may request; (ix) information as requested by the Administrative Agent or any Lender regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries; (x) evidence that the Existing Credit Facility has been or concurrently with the Closing Date is being terminated, all indebtedness and obligations of the Borrower incurred thereunder (other than Existing Letters of Credit) have been, or with the initial Credit Extension hereunder on the Closing Date will be, repaid and the Borrower released from all liability thereunder except such as by their express terms survive such repayment and termination., and all Liens securing obligations under the Existing Credit Facility have been or concurrently with the Closing Date are being released; (xi) the Multi-Year Revolving Credit Agreement has been executed and delivered by all parties thereto and the conditions set forth in Sections 4.01 and 4.02 thereof as of the Closing Date have been satisfied or waived in accordance with its terms; (xii) notice of appointment of the initial Responsible Officer(s); (xiii) a Compliance Certificate signed by a Responsible Officer dated as of the Closing Date demonstrating compliance with the financial covenants contained in Section 7.11 as of the end of the fiscal quarter most recently ended prior to the Closing Date; (xiv) evidence of all insurance required by the Loan Documents; (xv) an initial Request for Credit Extension and an initial Request for Alternative Rate, if any; and (viiixvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) In the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality good faith judgment of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) the Borrower shall have received notice from such Lender prior all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the proposed Closing Date specifying its objection theretotransactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the Borrower or any Subsidiary is a party or by which any of them or their properties is bound.

Conditions of Initial Credit Extension. The occurrence obligation of each Lender to make the Closing Date Term Loan pursuant to Section 2.01 is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which (in the case of clauses (ii), (iii), (iv), (v), (vi) and (ix)(B)) shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each of which (in the case of clauses (iv), (v), (vi) and (ix)(B)) shall be properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower[intentionally omitted]; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇ Day, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viiii) a favorable opinion of local counsel to the Loan Parties in Texas, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Company certifying (A) that the conditions specified in Sections 4.02(a4.03(a) and (b) that are required to be satisfied on or prior to the Closing Date have been satisfied, and (B) as to the absence of any action, suit or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority relating to this Agreement, the other Loan Documents or the credit facilities hereunder; (v) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that there the Company individually is Solvent, and the Loan Parties taken as a whole are Solvent, in each case as of the Closing Date after giving effect to this Agreement, the other Loan Documents and Indebtedness pursuant hereto, the consummation of the Project Star Acquisition and the incurrence of the Term Loan; (vi) (A) an executed authorization to share insurance information and (B) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents has been no event or circumstance since obtained and is in effect, including endorsements naming the date Administrative Agent (on behalf of the Audited Financial Statements Secured Parties) as an additional insured or lender’s loss payee, as the case may be, on all insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (vii) UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a perfected Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements; (viii) UCC search results with respect to each Loan Party (provided that has had promptly after the Closing Date the Borrower shall remove any Liens which are not Permitted Liens); (ix) with respect to each Financed Property identified on Schedules 1.01(C) as of the Closing Date, each of the following, each of which shall be originals or could be telecopies (followed promptly by originals unless copies are otherwise specified) each in form and substance reasonably expected acceptable to have, either individually or the Administrative Agent: (A) a copy of a FIRREA Appraisal; (B) (x) an original Mortgage dated as of the Closing Date properly executed by a Responsible Officer of the signing Loan Party and evidence of the proper recordation of such Mortgage in the aggregateappropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), a Material Adverse Effect and (y) the Closing Date Real Estate Support Documents (including originals thereof where required by applicable Law) with respect to such Financed Property; (C) evidence that such Financed Property is not a Flood Hazard Property or the current RatingsAdministrative Agent has determined that such Financed Property is not subject to Flood Requirements under applicable Law; (D) a copy of each Lease of such Financed Property, if any, and any sublease or Memorandum of Lease associated therewith, if any; and (viiix) such other assurances, certificates, documents, consents or opinions as evidence of payment of all real estate recordation fees and taxes with respect to perfecting the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireLiens on Collateral. (b) The Administrative Agent shall have received evidence in form reasonably satisfactory to it that the Project Star Acquisition shall have been consummated on or prior to the Closing Date in accordance with the Project Star Leases in all material respects and all applicable requirements of law, without giving effect to any amendments, consents or waivers by the Company that are materially adverse to the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any reduction in the purchase price of, or consideration for, the Project Star Acquisition is not material and adverse to the interests of the Administrative Agent or the Lenders, so long as such reduction in the cash consideration is less than 10.0% of the original purchase price). 57 (c) (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Closing Date with respect to any Person that will be a Loan Party on the Closing Date but was not a Loan Party on the Effective Date and (ii) at least three (3) Business Days prior to the Closing Date, any Person (a) that will be a Loan Party on the Closing Date but was not a Loan Party on the Effective Date and (b) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower Company shall have paid all accrued fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (ef) The Closing Date shall have occurred occur on or before April 7June 30, 20162021. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.014.02, each Lender that has signed this Agreement funded a portion of the Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Each of the Administrative Agent and each Lender that has signed this Agreement hereby acknowledges and agrees that the conditions set forth in clauses (a)(vi), (a)(ix)(A) and (a)(ix)(C) above have been satisfied as of the Effective Date.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) fully executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Principal Borrower; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty (provided, that with respect to all of the above other than resolutions or similar approval/authority documents, to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items); (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that each of the Borrower Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectEffect (provided, that to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items and shall not be required to provide new good standing or similar certifications from Governmental Authorities); (v) a favorable opinion of DLA Piper ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of each of the Borrowers certifying (A) that each Consolidated Party is in compliance with all existing financial obligations, (B) all governmental, shareholder and third party consents and approvals necessary for the Loan Parties to enter into the Loan Documents and fully perform thereunder, if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11; (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, ; (BE) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect; (CF) the current Debt Ratings; and (G) a calculation of the TL/TA Ratio as of the last day of the fiscal quarter of the Principal Borrower most recently ended prior to the Closing Date; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) There shall not have occurred a material adverse change since December 31, 2005 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrowers and the other Loan Parties taken as a whole, or in the facts and information regarding such entities as represented to date; provided, that the re-evaluation of the accounting treatment given to various transactions in which the Principal Borrower and its Subsidiaries have been a party, the related restatements of certain financial statements of the Principal Borrower and Highwoods Realty, the status of the Principal Borrower’s internal control over financial reporting as disclosed in reports of the Borrowers filed prior to the date hereof with the SEC and the investigation of same by the SEC shall not be deemed a material adverse change, except to the extent such re-evaluation, restatements or investigation actually have a material adverse effect upon the financial statements previously delivered by the Principal Borrower or result in or reveal any condition or circumstance that would result in a Default or Event of Default. (c) There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, except, in each case, related to the re-evaluation of the accounting treatment given to various transactions in which the Principal Borrower and its Subsidiaries have been a party and the related restatements of certain financial statements of the Principal Borrower and Highwooods Realty as referenced above (to the extent such re-evaluation and/or restatements do not reveal the existence of any material adverse effect upon the financial condition of the Borrowers as set forth in the financial statements previously delivered by the Principal Borrower and Highwooods Realty in connection with the Existing Credit Agreement or result in or reveal any condition or circumstance that would result in an existing Default or Event of Default under the terms and conditions set forth herein or under the other Loan Documents). (d) Any fees required to be paid on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper LLP▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, and ▇▇▇▇▇▇ & Whitney, LLP as special counsel to the Borrower, each addressed to the Administrative Agent and each Lender, in the form of Exhibit E; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating certifying (A) that the conditions specified representations and warranties of the Borrower contained in Sections 4.02(aArticle V of this Agreement, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) have the condition specified in Section 4.02(b) has been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements October 2, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CD) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) a Compliance Certificate for the Borrower and its Subsidiaries, prepared as of the last day of the fiscal quarter thereof ended most recently prior to the Closing Date; (x) evidence that the Existing 2006 Multi-Year Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and amounts owing to the lenders and administrative agent thereunder have been paid in full, and all Liens securing obligations under the Existing 2006 Multi-Year Credit Agreement have been or concurrently with the Closing Date are being released; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any Agent and the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative AgentL/C Issuer’s receipt of the following, each of which shall be originals or facsimiles or sent by electronic transmissions mail (followed promptly by originalsoriginals upon request) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, sufficient in number for distribution to Agreement from the Administrative Agent, each Lender L/C Issuer and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12[reserved]; (iii) such certificates an opinion, in form and substance reasonably satisfactory to the L/C Issuer, addressed to the L/C Issuer from (A) White & Case LLP, special U.S. counsel to the Borrower and (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to the Borrower; (iv) a certificate signed by a Responsible Officer of the Borrower, and attested to by the Secretary or any Assistant Secretary of the Borrower, together with (x) copies of its Organization Documents, (y) the resolutions or other action, relating to the Credit Documents and (z) an incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require certificate evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectCredit Documents; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of signed by a Responsible Officer either of the Borrower (A) certifying that the conditions specified in Section 4.01(d) and Sections 4.02(a) and (b) have been satisfied, (B) either attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyCredit Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) , and (bC) have been satisfied, (B) certifying that there has been no event or circumstance since the date of the Audited Financial Statements Statements, that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; andEffect. 361607869 33 (viiii) such other assurancesUpon the reasonable request of the L/C Issuer made at least 5 days prior to the Closing Date, certificates, documents, consents or opinions as the Administrative Agent, any Borrower shall have provided to the L/C Issuer, and the Swing Line Lender or L/C Issuer shall be reasonably satisfied with, the Required Lenders reasonably may requiredocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 3 days prior to the Closing Date and (ii) the Borrower shall have delivered to the L/C Issuer a Beneficial Ownership Certification in relation to the Borrower. (bc) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the L/C Issuer, and the L/C Issuer shall have received all information and copies of all certificates, documents and papers, including certificates of existence or good standing certificates, as applicable, and any other records of corporate proceedings and governmental approvals, if any, which the L/C Issuer reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. (d) The Borrower shall have a Financial Strength Rating of at least “A-.” (e) The L/C Issuer shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement. (f) Any fees required to be paid to the L/C Issuer on or before the Closing Date shall have been paid. (cg) Unless waived by the Administrative Agent, the The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent L/C Issuer (directly to such counsel if requested by the Administrative AgentL/C Issuer) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative AgentL/C Issuer). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each the Responsible Officer thereof Officers authorized to act as a Responsible Officer Officers in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B; (vi) a certificate of signed by a Responsible Officer either certifying (A) attaching copies of that each Consolidated Party is in compliance in all consentsmaterial respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, licenses (B) all governmental, shareholder and third party consents and approvals required in connection with the execution, delivery and performance by necessary for the Borrower and the validity against the Borrower of to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to which it is obtain would not reasonably be expected to have a partyMaterial Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance (after giving effect to the Term Loans hereunder) with each of the financial covenants set forth in Section 7.11 for the fiscal quarter ending June 30, 2018 (which calculation, including a detailed calculation of each such consentsfinancial covenant, licenses and approvals shall be in full force and effect, or has been delivered to the Administrative Agent prior to Closing); (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (AD) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and (C) the current Ratings; andis in effect; (viii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require; and (ix) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender at least five (5) days prior to the Closing Date required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act including, without limitation, the information described in Section 10.18; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower. (b) There shall not have occurred since June 30, 2018 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent. (c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect, as determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall will be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower it is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower Company is duly organized or formed, and that the Borrower Company is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectstanding; (v) favorable opinions of a favorable opinion vice president and assistant general counsel of the Company and DLA Piper ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US, LLP, special outside counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower Company and the validity against the Borrower Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) a calculation of the current RatingsConsolidated Fixed Charge Coverage Ratio as of April 3, 2005; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on April 3, 2005, signed by a Responsible Officer of the Company; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall will have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall Company will have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall will constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall will not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall will have occurred on or before April 7August 31, 20162005. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. . The occurrence obligation of each Lender to make the Closing Date Term Loan pursuant to Section 2.01 is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which (in the case of clauses (ii), (iii), (iv), (v), (vi) and (ix)(B)) shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each of which (in the case of clauses (iv), (v), (vi) and (ix)(B)) shall be properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower[intentionally omitted]; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇ Day, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viiii) a favorable opinion of local counsel to the Loan Parties in Texas, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Company certifying (A) that the conditions specified in Sections 4.02(a4.03(a) and (b) that are required to be satisfied on or prior to the Closing Date have been satisfied, and (B) as to the absence of any action, suit or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority relating to this Agreement, the other Loan Documents or the credit facilities hereunder; (v) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that there the Company individually is Solvent, and the Loan Parties taken as a whole are Solvent, in each case as of the Closing Date after giving effect to this Agreement, the other Loan Documents and Indebtedness pursuant hereto, the consummation of the Project Star Acquisition and the incurrence of the Term Loan; (vi) (A) an executed authorization to share insurance information and (B) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents has been no event or circumstance since obtained and is in effect, including endorsements naming the date Administrative Agent (on behalf of the Audited Financial Statements Secured Parties) as an additional insured or lender’s loss payee, as the case may be, on all insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (vii) UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a perfected Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements; (viii) UCC search results with respect to each Loan Party (provided that has had promptly after the Closing Date the Borrower shall remove any Liens which are not Permitted Liens); (ix) with respect to each Financed Property identified on Schedules 1.01(C) as of the Closing Date, each of the following, each of which shall be originals or could be telecopies (followed promptly by originals unless copies are otherwise specified) each in form and substance reasonably expected acceptable to have, either individually or the Administrative Agent: (A) a copy of a FIRREA Appraisal; (B) (x) an original Mortgage dated as of the Closing Date properly executed by a Responsible Officer of the signing Loan Party and evidence of the proper recordation of such Mortgage in the aggregateappropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), a Material Adverse Effect and (y) the Closing Date Real Estate Support Documents (including originals thereof where required by applicable Law) with respect to such Financed Property; (C) evidence that such Financed Property is not a Flood Hazard Property or the current RatingsAdministrative Agent has determined that such Financed Property is not subject to Flood Requirements under applicable Law; (D) a copy of each Lease of such Financed Property, if any, and any sublease or Memorandum of Lease associated therewith, if any; and (viiix) such other assurances, certificates, documents, consents or opinions as evidence of payment of all real estate recordation fees and taxes with respect to perfecting the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireLiens on Collateral. (b) The Administrative Agent shall have received evidence in form reasonably satisfactory to it that the Project Star Acquisition shall have been consummated on or prior to the Closing Date in accordance with the Project Star Leases in all material respects and all applicable requirements of law, without giving effect to any amendments, consents or waivers by the Company that are materially adverse to the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any reduction in the purchase price of, or consideration for, the Project Star Acquisition is not material and adverse to the interests of the Administrative Agent or the Lenders, so long as such reduction in the cash consideration is less than 10.0% of the original purchase price). (c) (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the Closing Date with respect to any Person that will be a Loan Party on the Closing Date but was not a Loan Party on the Effective Date and (ii) at least three (3) Business Days prior to the Closing Date, any Person (a) that will be a Loan Party on the Closing Date but was not a Loan Party on the Effective Date and (b) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower Company shall have paid all accrued fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (ef) The Closing Date shall have occurred occur on or before April 7June 30, 20162021. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.014.02, each Lender that has signed this Agreement funded a portion of the Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Each of the Administrative Agent and each Lender that has signed this Agreement hereby acknowledges and agrees that the conditions set forth in clauses (a)(vi), (a)(ix)(A) and (a)(ix)(C) above have been satisfied as of the Effective Date.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Amended and Restated Notes for the Revolving Loans and the Term Loan executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B; (vi) a certificate of signed by a Responsible Officer either certifying (A) attaching copies of that each Consolidated Party is in compliance in all consentsmaterial respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, licenses (B) all governmental, shareholder and third party consents and approvals required in connection with the execution, delivery and performance by necessary for the Borrower and the validity against the Borrower of to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to which it is obtain would not reasonably be expected to have a partyMaterial Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such consentsfinancial covenant) for the fiscal quarter ending June 30, licenses and approvals shall be in full force and effect, or 2014 (B) stating that no such consents, licenses or approvals are so required; which calculation has been delivered to the Administrative Agent prior to Closing); (vii) a certificate of a Responsible Officer stating (AD) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and (C) the current Ratingsis in effect; and (viii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) There shall not have occurred since June 30, 2014 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent. (c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect, as determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to Borrower on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions copies by pdf or telecopy (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower, certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect or that or could be reasonably expected to adversely affect the Aggregate Commitments hereunder; and (C) a calculation of the current RatingsConsolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, as of the last day of the fiscal quarter of the Borrower ended on June 30, 2010 (based upon the financial statements for the fiscal quarter ending June 30, 2010), after giving effect to the Loans made hereunder on the Closing Date, evidencing pro forma compliance with each of the financial covenants set forth in Section 7.11 hereof (assuming such financial covenants were in effect on June 30, 2010), evidencing compliance with each of the covenants set forth in Section 7.11; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with insurance binders or other satisfactory certificates of insurance; (x) satisfactory evidence of the payment of all Indebtedness and other obligations under the Existing Credit Agreement, together with a satisfactory payoff and release letter from the administrative agent thereunder, on behalf of the lenders thereunder, and evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and any Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released, terminated and/or discharged; and (viiixi) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect. (c) No material adverse change (i) in the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2009, discovered by the Administrative Agent or the Lenders regarding the Borrower or the transactions contemplated hereby, or (ii) in the facts and information regarding such Persons as represented by the Borrower on or prior to the date hereof. (d) No changes or developments shall have occurred since December 31, 2009, and no new or additional information shall have been received or discovered by the Administrative Agent that (i) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (ii) adversely affect the Aggregate Commitments hereunder. (e) Any fees required to be paid on or before the Closing Date shall have been paid. (cf) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings within five (5) Business Days after receiving an invoice thereof (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, 9.03 or Section 9.04 for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iii) or (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Revolving Loan Notes executed by the Borrower in favor of each Lender requesting such a Note; 75911819_12, each in a principal amount equal to such Lender's Commitment; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing to evidence the identity, identities of and the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, validly existing and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownershipof organization, lease or operation of properties or the conduct including certified copies of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectOrganization Documents and certificates of good standing; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses or the Senior Vice President and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating General Counsel certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been ---------------- --- satisfied, (B) that there has been is no event event, circumstance, action, suit, investigation or circumstance proceeding pending or threatened in any court or before any arbitrator or Governmental Authority since the date of the Audited Financial Statements that which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect Effect, and (C) as to the current Ratingsmatters described in Section 4.01(d); --------------- (vi) an opinion of counsel to the Borrower in form and substance satisfactory to the Administrative Agent; (vii) the consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended 1999, 2000 and 2001, including balance sheets, income and cash flow statements, all audited and opined on by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, and such other financial information as the Administrative Agent may request; (viii) evidence that the Existing Credit Facility has been or concurrently with the Closing Date is being terminated, all indebtedness and obligations of the Borrower incurred thereunder (other than Existing Letters of Credit) have been, or with the initial Credit Extension hereunder on the Closing Date will be, repaid and the Borrower released from all liability thereunder except such as by their express terms survive such repayment and termination, and all Liens securing obligations under the Existing Credit Facility have been or concurrently with the Closing Date are being released; (ix) notice of appointment of the initial Responsible Officer(s); (x) a Compliance Certificate signed by a Responsible Officer dated as of the Closing Date demonstrating compliance with the financial covenants contained in Section 7.13 as of the end of ------------ the fiscal quarter most recently ended prior to the Closing Date; (xi) evidence of all insurance required by the Loan Documents; (xii) an initial Borrowing Base Certificate as of January 31, 2002; and (viiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) In the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality good faith judgment of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and the Lenders, there shall not have received notice from such Lender occurred or become known to the Administrative Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent prior to the proposed Closing Date specifying its objection theretothat has had or could reasonably be expected to result in a Material Adverse Effect or which has or could reasonably be expected to adversely affect the transactions contemplated under the Loan Documents.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper ▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Borrower, and ▇▇▇▇▇▇ & Whitney, LLP, special counsel to the Borrower, each addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified representations and warranties of the Borrower contained in Sections 4.02(aArticle V of this Agreement, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) have the condition specified in Section 4.02(b) has been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements September 30, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CD) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) a Compliance Certificate for the Borrower and its Subsidiaries, prepared as of the last day of the fiscal quarter thereof ended most recently prior to the Closing Date; (x) evidence that (a) the Existing 2003 Multi-Year Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and amounts owing to the lenders and administrative agent thereunder have been paid in full, and all Liens securing obligations under the Existing 2003 Multi-Year Credit Agreement have been or concurrently with the Closing Date are being released and (b) the Existing 2004 Multi-Year Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations and amounts owing to the lenders and administrative agent thereunder have been paid in full, and all Liens (if any) securing obligations under the Existing 2004 Multi-Year Credit Agreement have been or concurrently with the Closing Date are being released; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any Agent and the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of the Borrower in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in a good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation certificate from the Secretary of properties or State of the conduct State of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDelaware; (v) a favorable opinion opinions of DLA Piper (x) Mayer, Brown, R▇▇▇ & Maw LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit E-1 and (y) J▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President, General Counsel and Secretary of the Borrower, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit E-2; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (viii) evidence that the Prairie Acquisition has been, or concurrently with the initial Credit Extension will be, consummated in compliance with applicable law and regulatory approvals, and that no material adverse effect under and as defined in the agreements, documents and instruments evidencing the Prairie Acquisition shall have occurred and given rise to a right for the Borrower to terminate the Prairie Acquisition; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7June 5, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2007.

Conditions of Initial Credit Extension. The occurrence obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder and the Closing Date effectiveness of this Agreement is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;; 101250789 (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer of the Borrower (A) stating that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (B) stating there is no action, suit, investigation or proceeding pending or threatened in writing in any court or before any arbitrator or Governmental Authority that purports (i) to materially and adversely affect the Borrower or its Subsidiaries, or (ii) to affect any transaction contemplated hereby or the ability of the Borrower to perform its obligations under this Agreement; and (C) either (Ai) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (Bii) stating that no such consents, licenses or approvals are so required; (viivi) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CB) the current Debt Ratings; and; (viiivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the applicable L/C IssuerIssuers, the Swing Line Lender or the Required Lenders reasonably may require; (viii) evidence that the Existing Credit Agreements have been or concurrently with the Effective Date are being terminated; and (ix) a favorable opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent. (b) Any fees required to be paid on or before the Closing Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) Upon the Existing Credit Agreement reasonable request of any Lender made at least ten days prior to the Effective Date, the Borrower shall have been paid provided to such Lender the documentation and other information so requested in full (other than inchoate contingent obligations not then due or payable) connection with applicable “know your customer” and all commitments thereunder shall have been terminatedanti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (e) The Closing Date At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have occurred on or before April 7, 2016deliver a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction on or prior to the Closing Date, of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) executed counterparts of each of the other Loan Documents; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require (A) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party, and (B) authorizing the Borrower execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, validly existing and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectincorporation; (vvi) a favorable opinion of DLA Piper LLPJ▇▇▇▇ Day, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses as to the matters concerning the Loan Parties and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredas the Required Lenders may reasonably request; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that that, as of the Closing Date, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect; (Cviii) payoff letter evidencing that the current RatingsExisting Credit Agreement has been, or concurrently with the Closing Date is, being terminated; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to or on the Closing Date. (d) As of the Closing Date, plus such additional amounts since the date of such feesthe Audited Financial Statements, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement there shall have been paid no event or circumstance that has had or could reasonably be expected to have, either individually or in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedthe aggregate, a Material Adverse Effect. (e) The Closing Date shall have occurred on or before April 7December 30, 20162005. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement, the amendment and restatement of the Original Credit Agreement and the obligation of the L/C Issuer and each Lender (if applicable) to make the Credit Extension requested to be made by it on the Closing Date is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) 4.1.1. The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) 4.1.1.1. executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) 4.1.1.2. a Note executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12; (iii) 4.1.1.3. the Escrow Agreement, duly executed by each party thereto; 4.1.1.4. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such 4.1.1.5. all trust, corporate, partnership, limited liability company and legal proceedings of the Company authorizing the transactions contemplated by this Agreement, all Organization Documents of the Company and the other documents in effect on the Closing Date, and all information and copies of all documents and certifications as papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably require requested in connection therewith, such documents and papers where appropriate to evidence that the Borrower is duly organized be certified by proper corporate, partnership or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectgovernmental authorities; (v) 4.1.1.6. a favorable opinion of DLA Piper ▇▇▇▇▇ ▇▇▇▇▇▇▇ US LLP, special counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (vi) 4.1.1.7. [intentionally omitted]; 4.1.1.8. a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedsatisfied and immediately prior to the Closing Date there exists no Default or Event of Default under the Original Credit Agreement, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current RatingsDebt Rating; 4.1.1.9. a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on September 30, 2022 signed by a Responsible Officer of the Company; 4.1.1.10. [intentionally omitted]; 4.1.1.11. [intentionally omitted]; and (viii) 4.1.1.12. such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) 4.1.2. Any fees required hereunder or under any other Loan Document (including pursuant to the Fee Letter) to be paid on or before the Closing Date shall have been paid. (c) 4.1.3. Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 4.1.4. 75911819_12On the Closing Date, no litigation by any entity (private or governmental) shall be pending or threatened (i) with respect to any Loan Document or the transactions contemplated thereby or (ii) which the Administrative Agent or the Lenders shall determine could reasonably be expected to have a Material Adverse Effect. (d) All Obligations under (and as defined in) the Existing Credit Agreement 4.1.5. There shall have been paid delivered to the Administrative Agent: (i) a solvency certificate in full the form of Exhibit K, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date from an Authorized Financial Officer of the Company certifying as to the solvency of the Company and its Subsidiaries taken as a whole and the Company on a stand-alone basis and (ii) if requested by the Administrative Agent, such information regarding the compliance by the Company with the requirements of Section 6.04 for the business and properties of the Company and its Subsidiaries. 4.1.6. The Administrative Agent shall have received the financial statements and the Projections referred to in Section 5.05(d). 4.1.7. [intentionally omitted]. (i) Since December 31, 2021, nothing shall have occurred (and neither the Administrative Agent nor any of the Lenders shall have become aware of any facts, conditions or other than inchoate contingent obligations information not then due previously known) which the Administrative Agent or payablethe Required Lenders shall determine has had, or believe could reasonably be expected to have, a Material Adverse Effect. 4.1.8.1. On or prior to the Closing Date, all necessary governmental (domestic and foreign) and all commitments thereunder material third party approvals and consents in connection with the transactions contemplated by the Loan Documents to occur on or prior to the Closing Date and otherwise referred to herein or therein shall have been terminatedobtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Loan Documents to occur on or prior to the Closing Date. (ei) The Upon the reasonable request of any Lender made at least ten days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Closing Date and (ii) at least three days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have occurred on or before April 7delivered, 2016to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower. 4.1.10. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything to the contrary contained herein, if the conditions set forth above in this Section 4.01 have not been satisfied or waived by January 31, 2023, the Signature Pages (as defined in the Escrow Agreement) shall be promptly returned by the escrow agent named therein to the applicable parties that delivered such Signature Pages pursuant to the Escrow Agreement, and this Agreement shall not become effective and the Closing Date shall not occur.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G; (vi) a favorable opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H; (vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, (a) a Material Adverse Effect material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party; and (C) the current Debt Ratings; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender Lender, or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Except to the extent deferred to a reasonable later date after the Closing Date at the reasonable discretion of the Administrative Agent pursuant to that certain Post-Closing Agreement entered into between the Company and the Administrative Agent as of the Closing Date, a copy of which will be delivered to each of the Lenders, the Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of each signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and each other Loan Document, sufficient in number for distribution to the Administrative Agent, each Lender and the each Borrower; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the each Borrower set forth on SCHEDULE 4.01 is duly organized or formed, and that the each such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper Greenberg Traurig, LLP, counsel to the BorrowerBorrowers, and local ▇▇▇▇▇▇▇ ▇n ▇▇▇▇▇▇a, Texas, California, Colorado and Arizona, each addressed to the Administrative Agent and each Lender, as to the matters set forth in EXHIBIT G and such other matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance consummation of the transaction contemplated in the Loan Documents by the each Borrower and the validity against the any Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections SECTIONS 4.02(a) and (bB) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) projected consolidated balance sheets and related statements of income, retained earnings and cash flow for the Company and its Subsidiaries for the five fiscal years following the Closing Date (such financial statements to be based upon good faith assumptions); (ix) a copy of (i) the Audited Financial Statements, and (Cii) an unaudited consolidated balance sheet and related consolidated statements of income and cash flow of the current RatingsCompany and its Subsidiaries as of March 31, 2004, each as filed with the SEC; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) a copy of each Management Agreement and each Material Agreement; (xii) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in places required by applicable Law to perfect the Liens of the Administrative Agent under the Collateral Documents as a first priority Lien (subject to Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the Administrative Agent under the Collateral Documents as a first priority Liens in and to such other Collateral as the Administrative Agent may require, including without limitation the delivery by the Borrowers of certificates evidencing Pledged Interests, if applicable, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; (xiii) Uniform Commercial Code search results showing only Permitted Liens and those Liens which are being terminated in connection with the payoff and termination of the Existing Credit Agreement; (xiv) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (viiixv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03SECTION 9.04, for purposes of determining compliance with the conditions specified in this Section SECTION 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of Organization Documents, resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper Husch B▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements Prospectus that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; andEffect; (viii) a duly completed Borrowing Base Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower; (ix) pro forma financial statements which demonstrate, in the Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants contained in this Agreement; (x) A Form U-1 for the Borrower whereby, among other things, the Borrower represents and warrants that the proceeds of each Loan may be used to purchase and carry margin stock and the Borrower therein concurring with the assessment of the market value of any margin stock and other investment property described therein; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require. (b) the Administrative Agent shall be satisfied that the Securities Intermediary will provide daily access to the Securities Account and its current value. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7September 24, 20162010. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions copies (followed promptly by originalsoriginals where requested by the Administrative Agent) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerBorrower (unless otherwise approved by Administrative Agent); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease of organization or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of DLA Piper ▇▇▇▇▇ Lovells US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to Administrative Agent; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) no consents, licenses or approvals are required in connection with the current Ratingsexecution, delivery and performance by each Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party; 60 (vii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower ended on September 30, 2020, signed by a Responsible Officer of Borrower; and (viii) such other assurances, certificates, customary documents, consents instruments, agreements, or opinions information, as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders Agent reasonably may require. (b) There shall not exist any action, suit, investigation, or proceeding, pending or, to the knowledge of a Responsible Officer of Borrower, threatened in any court or before any arbitrator or Governmental Authority related in any way to the Obligations or that could reasonably be expected to have a Material Adverse Effect. (c) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower shall have paid paid, subject to any limitations described in the Mandate Letter, all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced not less than one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (ei) The Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date Date, Borrower shall have occurred on or before April 7provided to such Lender, 2016and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date; and (ii) at least five (5) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a reasonably recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Security Agreement, the Collateral Administration Agreement, the Sale Agreement and the Investment Management Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers Officer of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower Company is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower Company is duly organized or formedorganized, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDelaware; (v) a favorable opinion of DLA Piper Ropes & G▇▇▇ LLP, counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, as to the matters concerning the Company, the Investment Adviser and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower Company and the validity against the Borrower Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate of a Responsible Officer stating (A) evidence satisfactory to the Administrative Agent in its sole discretion that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date Net Asset Value of the Audited Financial Statements that has had or could be reasonably expected Borrower is at least equal to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings$25 million; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date that have been invoiced shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12; provided, however, that such fees, charges and disbursements shall only be due and payable to the extent provided pursuant to Section 10.04. (d) All Obligations The representations and warranties of (i) the Borrower contained in Article V and (ii) the Borrower and Borrower Parent contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct (in all material respects, or as so qualified, as applicable) on and as defined inof the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects, or as so qualified, as applicable) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedas of such earlier date. (e) No Default shall exist, or would result from such Credit Extension or from the application of the proceeds thereof. (f) The Closing Date Administrative Agent and the Lenders shall have occurred a valid and perfected first-priority lien and security interest in the Collateral, all filings (including all UCC financing statements and similar filings contemplated by the Sale Agreement, including all back-up filings in relation to Collateral Assets sold thereunder), recordations and searches necessary or desirable in connection with the Collateral shall have been duly made, and all filing and recording fees and taxes shall have been duly paid, including in each case under, and as required by, all applicable laws. (g) All governmental and third party approvals necessary or, in the reasonable discretion of the Lender, advisable in connection with the Credit Extension shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on or before April 7the Lender making the Credit Extension. (h) The initial Lender shall have received and reviewed all financial statements required to be delivered under Section 6.01 and, 2016in each case, such financial statements shall be satisfactory to the initial Lender in its reasonable discretion. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be (to the extent applicable) originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the BorrowerGuaranties; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing (as applicable) and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of DLA Piper each of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, internal counsel to the Loan Parties and (C) Loyens & Loeff N.V., Netherlands counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required[Reserved]; (vii) a certificate of signed by a Responsible Officer stating of Holdings certifying that (A) that the conditions specified representations and warranties of (i) Holdings and the Borrowers contained in Sections 4.02(a) Article V and (bii) have been satisfiedeach Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, (B) that no Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof, (C) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CD) the current Debt Ratings; (viii) [Reserved]; and (viiiix) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as concurrently with the Administrative Agent, any L/C Issuer, Closing Date is being terminated and all Liens securing obligations under the Swing Line Lender Existing Credit Agreement have been or concurrently with the Required Lenders reasonably may requireClosing Date are being released. (b) Any fees required to be paid by the Loan Parties on or before the Closing Date under the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers required to be reimbursed by this Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement The Lenders shall have been paid in full (other than inchoate contingent obligations not then due or payable) and received, at least five Business Days prior to the Closing Date, all commitments thereunder information they shall have been terminated. (e) The requested under anti-terrorism and anti-money-laundering laws and regulations, including the Patriot Act, and, at least ten Business Days prior to the Closing Date Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have occurred on or before April 7delivered, 2016to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement and the Closing Date obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, formed and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDelaware and California; (v) a favorable opinion of DLA Piper Cravath, Swaine & M▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender;, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions condition specified in Sections Section 4.02(a) and (b) have has been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect, (C) if any Debt Ratings are then in effect, the current Debt Ratings; and , and (viiiD) such that no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireLoan Document. (b) Any fees required to be paid on or before the Closing Date Date, including pursuant to the Fee Letters, and all reasonable and documented out-of-pocket expenses required to be paid pursuant to the Commitment Letter and the Fee Letters, in each case, to the extent invoiced at least three Business Days prior to the Closing Date, shall have been paid. (c) At least three Business Days prior to the Closing Date, the Borrower shall have provided to the Administrative Agent and the Lenders all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, that has been requested in writing not less than ten Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (de) All The Borrower shall have paid the Existing Credit Agreement Outstanding Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The concurrently with the Closing Date shall have occurred on or before April 7, 2016be) terminated. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Lenders party hereto, comprising the “Required Lenders” under the Existing Credit Agreement, and the Borrower agree that, upon the effectiveness of this Agreement, all commitments under the Existing Credit Agreement shall terminate in their entirety and automatically irrespective of the deadline for delivery of notice of termination set forth in Section 2.06(a) of the Existing Credit Agreement.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, a senior counsel to of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, ; (B) that there has been no event or circumstance since the date of the Audited Financial Statements Base Financials that has had or could be reasonably expected to havehad, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (vii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower; (viii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts outstanding or otherwise due and payable thereunder have been paid in full; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or electronic transmissions copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectit is organized; (v) a favorable opinion written opinion(s) of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viiivii) such other assurances, certificates, documents, consents or opinions as evidence that the Administrative Agent, any L/C Issuer, conditions precedent to the Swing Line Lender or effectiveness of the Required Lenders reasonably may requireUS Bank Credit Facility have been satisfied and all documentation thereof and required thereunder has been executed. (b) Any fees required to be paid on or before the Closing Date shall have been paidpaid to the extent invoiced at least two (2) Business Days prior to the Closing Date. (c) Receipt by the Administrative Agent (on behalf of itself or any Lender) of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations requested by the Administrative Agent at least ten (10) days prior to the Closing Date, including the USA Patriot Act. (d) Unless waived by the Administrative AgentArrangers, and subject to the provisions of the Fee Letter and the Engagement Letter, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel due to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges Date and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or required to be incurred by it through paid pursuant to the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Fee Letter or the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016Engagement Letter. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence of the Closing Date Date, the initial effectiveness of this Agreement and obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectincorporation or organization; (v) a favorable opinion of DLA Piper LLPM▇▇▇▇▇▇ Long & A▇▇▇▇▇▇▇, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent, covering enforceability of the Loan Documents and other matters to be agreed upon; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Ratingscalculation of the Consolidated Leverage Ratio as of June 30, 2007; (vii) a duly completed Compliance Certificate as of June 30, 2007, signed by a Responsible Officer of the Borrower; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid to the Administrative Agent, the Arranger or any other Lender (whether pursuant to the Fee Letter or otherwise) on or before the Closing Date shall have been paid, it being understood and agreed that (i) the aggregate commitments of the lenders under the Existing Credit Facility immediately prior to the Closing Date in an amount equal to $400,000,000 shall constitute “Old Money” for purposes of Paragraph 2 of the Fee Letter and (ii) the increase in the Revolving Credit Commitments in the amount of $100,000,000 on the Closing Date shall constitute “New Money” for purposes of Paragraph 2 of the Fee Letter. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any other document furnished at any time under (this Agreement, shall be true and correct in all material respects on and as defined in) of the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminatedClosing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) There shall not have occurred a material adverse change since December 31, 2006 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Consolidated Entities taken as a whole, or in the facts and information regarding such entities as represented to date. (g) There shall not exist any action, suit, investigation, or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Borrower, its Consolidated Entities or any transaction contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect on the Borrower and its Consolidated Entities or any transaction contemplated hereby or on the ability of any party to perform its obligations under the documents to be executed in connection herewith or in connection with any other Loan Document. (h) The Closing Date Borrower and its Consolidated Entities shall be in compliance with all existing financial obligations and Contractual Obligations, the failure to comply with could reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent and Lenders shall have occurred on completed all due diligence with respect to the Borrower, its Consolidated Entities and its Unconsolidated Entities and the Properties owned thereby. (j) The Existing Indebtedness has been (or before April 7will be, 2016. Without limiting the generality simultaneously with closing hereunder) repaid and satisfied in full and all lending commitments in respect of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to Existing Indebtedness have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoterminated.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender and L/C Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerPrincipal Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Principal Officers of the Borrower as the Administrative Agent may require evidencing request to establish the identity, identities of and verify the authority and capacity of each Responsible Principal Officer thereof authorized to act as a Responsible Principal Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications evidence as the Administrative Agent may reasonably require request to evidence verify that the Borrower is duly organized or formedincorporated, validly existing and that the Borrower is validly existing, in good standing in its jurisdiction of incorporation, including certified copies of the certificate of incorporation and qualified to engage bylaws of the Borrower and certificates of existence and good standing (or their equivalent) for the Borrower in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectincorporation; (v) a favorable opinion certificate signed by a Principal Officer of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either Borrower (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) certifying that there has been no event or circumstance since the date of the Audited Financial Statements that December 31, 2004, which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect Effect, and (B) showing the Debt Ratings of the Borrower on the Closing Date; (vi) an opinion of the Assistant General Counsel of the Borrower, substantially in the form of Exhibit C; (vii) an opinion of Goldberg, Kohn, Bell, Black, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Ltd., substantially in the form of Exhibit D; (viii) evidence of (A) the current Ratingspayment in full of all outstanding loans owing to the lenders under the Existing Credit Agreement (other than such lenders that are Lenders under this Agreement), together with all accrued and unpaid interest, fees and other amounts owing to such lenders (including such lenders that are Lenders under this Agreement) under the Existing Credit Agreement and (B) the payment of outstanding loans owing to the lenders under the Existing Credit Agreement that are lenders under this Agreement to the extent necessary to keep outstanding Loans ratable with the Pro Rata Shares of the Lenders under this Agreement on the Closing Date; (ix) evidence that the $250,000,000 Five-Year Credit Agreement dated as of April 26, 2001 (as amended, the “2001 Credit Agreement”) among the Borrower, the lenders party thereto and Bank of America, as administrative agent, has been or concurrently with the Closing Date is being terminated, and that all outstanding amounts owing thereunder have been or concurrently with the Closing Date are being paid in full; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Majority Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date pursuant to the Fee Letters shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (proceedings, provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due No event or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date circumstance shall have occurred on or before April 7since December 31, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender 2004 that has signed this Agreement shall had or could reasonably be deemed expected to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerFSP; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the each Borrower is duly organized or formed, and that the each Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, Borrower (on behalf of each Borrower with the exception of FSP Forest Park IV NC Limited Partnership) addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B; (vi) a certificate of signed by a Responsible Officer either certifying (A) attaching copies of that each Consolidated Party is in compliance in all consentsmaterial respects with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, licenses (B) all governmental, shareholder and third party consents and approvals required in connection with the execution, delivery and performance by necessary for the Borrower and the validity against the Borrower of to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to which it is obtain would not reasonably be expected to have a partyMaterial Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge, no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material respects, and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such consentsfinancial covenant) for the fiscal quarter ending June 30, licenses and approvals shall be in full force and effect, or 2013 (B) stating that no such consents, licenses or approvals are so required; which calculation has been delivered to the Administrative Agent prior to Closing); (vii) a certificate of a Responsible Officer stating (AD) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (E) that, (B) that to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CF) a calculation of the current RatingsLeverage Ratio as of the last day of the fiscal quarter ending June 30, 2013; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (viii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Agent or the Required Lenders reasonably may require. (b) There shall not have occurred since June 30, 2013 any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent. (c) There shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing, in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect, as determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have been presented to FSP on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to FSP prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or other electronic transmissions image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, sufficient in number for distribution to Agreement each properly executed by a Responsible Officer of the Administrative Agent, each Lender signing Loan Party and the BorrowerLenders in such number as the Agent may request; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to become a party and each in form and substance reasonably satisfactory to the Agent; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require request as to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP addressed to the Administrative Agent and each LenderLender on the Closing Date, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) 4.01 and (b) 4.02 have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect, (C) to the current RatingsSolvency of the Loan Parties, on a Consolidated basis, as of the Closing Date after giving effect to the transactions contemplated hereby, (D) to the knowledge of such Responsible Officer, that all consents, licenses or approvals required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect; and (E) that true, correct and complete executed copies of each Separation Agreement have been furnished to the Agent, which Separation Agreements are in full force and effect; (vii) evidence reasonably satisfactory to the Agent that all insurance required to be maintained pursuant to the Loan Documents and, subject to Section 6.11, all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect; (viii) a payoff letter from the agent under the existing revolving credit facility reasonably satisfactory in form and substance to the Agent evidencing that such loan facility has been terminated, all obligations paid in full, and all Liens securing obligations of the Loan Parties under such facility have been or concurrently with the Closing Date are being released; (ix) subject to Section 6.16, the Security Documents and all other Loan Documents (to the extent to be executed on the Closing Date), each duly executed by the applicable Loan Parties; (A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory of the Loan Parties, the results of which are satisfactory to the Agent, and (B) a written report regarding the results of commercial finance examinations of the Loan Parties, which shall be reasonably satisfactory to the Agent; (xi) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 7.01 and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, in each case satisfactory to the Agent, are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; (A) all documents and instruments (including Uniform Commercial Code financing statements) reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens (subject to the Intercreditor Agreement) intended to be created under the Loan Documents shall have been so filed, registered or recorded to the satisfaction of the Agent and (B) the Credit Card Notifications and Blocked Account Agreements to the extent required pursuant to Section 6.12 hereof shall have been obtained; (xiii) the Sears Tri-Party Agreement, fully executed by the Agent, the applicable Loan Parties, SHC and certain of its Subsidiaries; (xiv) the Intercreditor Agreement Joinder, fully executed by Agent and Term Agent, and acknowledged by the Loan Parties; and (viiixv) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders Agent reasonably may require. (b) Any After giving effect to the initial Credit Extensions hereunder, Availability shall be not less than $150,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on October 27, 2017, and executed by a Responsible Officer of each Borrower. (d) [Reserved]. (e) The Agent shall have received and be satisfied with (i) a Borrowing Base Availability analysis prepared on a monthly basis for December 2017, January 2018 and the Fiscal Year 2018, and (ii) a detailed forecast prepared on a monthly basis for December 2017, January 2018 and the Fiscal Year 2018, and on an annual basis thereafter through the Maturity Date, which shall include Consolidated income statement, balance sheet, and statement of cash flow, in each case prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. (f) [Reserved]. (g) All fees and expenses required to be paid to the Agent or the Arranger on or before the Closing Date shall have been paidpaid in full, and all fees and expenses required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (ch) Unless waived by the Administrative Agent, the Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (ei) The Closing Date Agent and the Lenders shall have occurred on received, at least four (4) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act requested by the Agent or before April Lenders seven (7, 2016) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt Agent shall have received all of the following, each of which shall be originals or electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this AgreementAgreement executed by the Borrower and each Lender, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates certificate of resolutions or other action, incumbency certificates certificate and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLPV▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., counsel to the Borrower, substantially in the form of Exhibit F, in form and substance satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Initial Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Closing Date for which financial statements are available to the Borrower, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence satisfactory to it that (A) all Loans (as defined in the Existing Credit Agreement) of the Lenders (as defined in the Existing Credit Agreement) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Lenders under the Existing Credit Agreement to the Closing Date, (B) the commitments under the Existing Credit Agreement of such Lenders shall have been or shall concurrently be terminated, and (C) all Guarantees of any of the current RatingsBorrower’s Subsidiaries in connection with the Existing Credit Agreement are being concurrently released; (xi) the Initial Financial Statements; (xii) evidence that a notice has been delivered under the Borrower’s Indentures governing its notes terminating the guarantees of such notes by the Subsidiaries; and (viiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender LC Issuer or the Required Majority Lenders reasonably may require. (b) The Borrower shall have a Rating from at least one Rating Agency of BBB- or better. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder on the Closing Date is are subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or electronic transmissions copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to executed and delivered by the Administrative Agent, the Borrower and each Lender and the Borrowerlisted on Schedule 2.01; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper Skadden, Arps, Slate ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel counsels to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, ; (B) that there has been no event or circumstance since the current Debt Ratings; and (C) that, as of the date of the Audited Financial Statements that has had or could be reasonably expected last financial statements delivered pursuant to havethe Existing Credit Agreement, either individually or the Borrower was in pro forma compliance with the aggregate, a Material Adverse Effect and (C) the current Ratingsfinancial covenants contained in Section 7.10; and (viiivii) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as concurrently with the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requireClosing Date is being terminated. (b) Any fees required to be paid by the Borrower on or before prior to the Closing Date pursuant to the Loan Documents and all expenses required to be reimbursed by the Borrower on or prior to the Closing Date pursuant to the Loan Documents shall have been paid. , provided that invoices for such expenses have been presented to the Borrower a reasonable period of time prior to the Closing Date (c) Unless including, unless waived by the Administrative Agent, the Borrower shall have paid all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated). (ec) The Closing Date Borrower shall have occurred on or before April 7provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, 2016including, without limitation, the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a NoteNotes; 75911819_1279 67484784_8 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and each Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion written opinions of DLA Piper LLPthe Chief Legal Officer of the Borrowers, counsel to of the BorrowerCompany’s Dutch counsel, and of the Borrowers’ outside counsels, addressed to the Administrative Agent and each Lenderthe Lenders, in substantially the forms attached hereto as Exhibit I-1 (for US opinions) and Exhibit I-2 (for foreign opinions), respectively; (vi) a certificate of signed by a Responsible Officer either of the Company certifying that (A) attaching copies of Sections 4.02(a) and (b) are true and correct; and (B) all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such Loan Party of the Loan Documents to which it is a partyparty have been obtained, and such consents, licenses and approvals shall be are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) evidence that the conditions specified in Sections 4.02(a) Existing Credit Agreement, and (b) have been satisfiedall commitments thereunder, (B) that there has been no event or circumstance since concurrently with the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current RatingsClosing Date is being terminated; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C IssuerIssuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved 67484784_8 by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Borrower, and ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel to the Borrower, each addressed to the Administrative Agent and each Lender, in the form of Exhibit E; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating certifying (A) that the conditions specified representations and warranties of the Borrower contained in Sections 4.02(aArticle V of this Agreement, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) have the condition specified in Section 4.02(b) has been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements January 3, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CD) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any Agent and the L/C Issuer, the Swing Line Lender Issuers or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper Hartman, Simons, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) evidence that the Existing Credit Agreements have been or concurrently with the Closing Date are being terminated and (C) all Liens securing obligations under any Existing Credit Agreement have been or concurrently with the current RatingsClosing Date are being released; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement The Borrower shall have been paid in full received at least $550,000,000 (other than inchoate contingent obligations not then due or payablebefore deduction of related fees and expenses) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016from the sale of the Senior Notes. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall will be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower it is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower Company is duly organized or formed, and that the Borrower Company is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectstanding; (v) favorable opinions of a favorable opinion vice president and assistant general counsel of DLA Piper the Company and K&L Gates LLP, special outside counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower Company and the validity against the Borrower Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) a calculation of the current RatingsConsolidated Fixed Charge Coverage Ratio as of June 27, 2010; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on June 27, 2010, signed by a Responsible Officer of the Company; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all amounts owing thereunder have been, or concurrently therewith are being, paid in full; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall will have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall Company will have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall will constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall will not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence effectiveness of this Agreement, the amendment and restatement of the Original Credit Agreement and the obligation of the L/C Issuer and each Lender (if applicable) to make the Credit Extension requested to be made by it on the Closing Date is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12; (iii) [intentionally omitted]; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDocuments; (v) all trust, corporate, partnership, limited liability company and legal proceedings of the Company authorizing the transactions contemplated by this Agreement, all Organization Documents of the Company and the other documents in effect on the Closing Date, and all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership or governmental authorities; (vi) a favorable opinion of DLA Piper ▇▇▇▇▇ Lovells US LLP, special counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses in form and approvals required in connection with substance reasonably satisfactory to the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredAdministrative Agent; (vii) [intentionally omitted]; (viii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedsatisfied and immediately prior to the Closing Date there exists no Default or Event of Default under the Original Credit Agreement, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current RatingsDebt Rating; (ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on March 31, 2019 signed by a Responsible Officer of the Company; (x) [intentionally omitted]; (xi) [intentionally omitted]; and (viiixii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.. 40520117.12 (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12. (d) All Obligations under On the Closing Date, no litigation by any entity (and as defined inprivate or governmental) shall be pending or threatened (i) with respect to any Loan Document or the Existing Credit Agreement transactions contemplated thereby or (ii) which the Administrative Agent or the Lenders shall determine could reasonably be expected to have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminateda Material Adverse Effect. (e) The There shall have been delivered to the Administrative Agent: (i) a solvency certificate in the form of Exhibit K, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality from an Authorized Financial Officer of the provisions Company certifying as to the solvency of the last paragraph Company and its Subsidiaries taken as a whole and the Company on a stand-alone basis and (ii) if requested by the Administrative Agent, such information regarding the compliance by the Company with the requirements of Section 9.03, 6.04 for purposes the business and properties of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it Company and its Subsidiaries. (or deemed to be received by such Lender by having been posted on IntraLinksf) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from such Lender prior the financial statements and the Projections referred to the proposed Closing Date specifying its objection theretoin Section 5.05(d). (g) [Intentionally Omitted].

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Borrower, is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower Borrowers is (A) duly organized or formed, formed and that the Borrower is (B) validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the BorrowerBorrowers, addressed to the Administrative Agent and each LenderLender (which opinion shall expressly permit reliance by successors and permitted assigns of the addressees thereof); (vi) a certificate of a Responsible Officer of each of the Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the such Borrower and the validity against the such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of ▇▇▇▇▇▇▇▇▇ certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements June 30, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of ▇▇▇▇▇▇▇▇▇ ended December 31, 2016, signed by a Responsible Officer of ▇▇▇▇▇▇▇▇▇, together with the consolidated balance sheet of ▇▇▇▇▇▇▇▇▇ and its Consolidated Subsidiaries as of the fiscal quarter ended December 31, 2016, together with related consolidated statements of operations and retained earnings and cash flows for such fiscal quarter and the then elapsed portion of such fiscal year; (ix) [reserved]; (x) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all obligations (other than the Existing Letters of Credit) thereunder have been or, concurrently with the Closing Date are being, paid in full; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paidpaid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder. (c) Unless waived by the Administrative Agent, the Borrower ▇▇▇▇▇▇▇▇▇ shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower ▇▇▇▇▇▇▇▇▇ and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date is each Lender to make its initial Credit Extension hereunder was subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officerduly authorized officers of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower▇▇▇▇▇▇▇-▇▇▇▇▇▇ International; (ii) a Note original Notes executed by the Borrower Applicable Borrowers in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers duly authorized officers of each Loan Party (or, if appropriate, of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International on behalf of such Loan Party) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer duly authorized officer thereof authorized to act as a Responsible Officer duly authorized officer on behalf of such Loan Party in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the each Revolving Borrower is duly organized or formed, and that each of the Borrower Revolving Borrowers is validly existing, to the extent applicable, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, including, to the extent applicable, certified copies of the Revolving Borrowers’ Organization Documents, certificates of good standing or comparable certificates for the jurisdiction and/or certificates of qualification to engage in business and tax clearance certificates; (v) a favorable opinion opinions of DLA Piper Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the BorrowerBorrowers, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, Bermuda counsel to MTFI, and local in-house counsel to MTH, MTG and MTMD, each addressed to the Administrative Agent and each Lender, in the forms attached as Exhibit H hereto; (vi) a certificate of a Responsible Officer duly authorized officer of each Loan Party (or, if appropriate, of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International on behalf of such Loan Party) either (A) attaching copies of all consents, licenses material consents and approvals of Governmental Authorities or any other Person required in connection with the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such Loan Party of the Loan Documents to which it is a party, and such consents, licenses material consents and approvals shall be in full force and effect, or (B) stating that no such consents, licenses material consents or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International certifying on behalf of the Borrowers and the Guarantor (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; andEffect; (viii) a completed Compliance Certificate as of September 30, 2011 giving effect to all borrowings under this Agreement; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) tax certificates from each Lender required pursuant to Swiss law, each substantially in the form of Exhibit N attached hereto; (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line any Swingline Lender or the Required Lenders reasonably may require; (xii) consolidated balance sheets of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and its Subsidiaries as at the end of each of the 2008, 2009 and 2010 fiscal year, and the related consolidated statements of operations, shareholders’ equity and cash flows for each such fiscal year (including copies of management discussion and analysis), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PriceWaterhouseCoopers or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (xiii) for each quarterly period ended subsequent to December 31, 2010, a consolidated balance sheet of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International’s fiscal year then ended (including copies of management discussion and analysis), setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and its Subsidiaries covered in the consolidated balance sheet in accordance with GAAP, subject only to normal year end audit adjustments and the absence of footnotes and other presentation items; and (xiv) financial statement projections with respect to the fiscal years 2012 through 2016. (b) Any fees and expenses required to be paid on or before the Closing Date to the extent invoiced no less than two (2) Business Days prior to the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges All amounts due and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations owing under (and as defined in) the Existing Credit Agreement Agreement, other than the Bank of America Letters of Credit, the JPMorgan Letters of Credit, the Existing Swingline Letters of Credit and the Existing Swingline Loans, shall have been paid in full (other than inchoate contingent obligations not then due or payable) and the Existing Credit Agreement and all commitments thereunder related documents shall have been terminated. (ed) The Closing Date ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall have occurred on or before April 7, 2016. Without limiting the generality paid all Attorney Costs of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender to the extent invoiced no less than two (2) Business Days prior to the proposed Closing Date specifying its objection theretoDate.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, formed and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDelaware and California; (v) a favorable opinion of DLA Piper Cravath, Swaine & Moore LLP, counsel to the Borrower, addressed ▇▇▇▇▇ssed to the Administrative Agent and each Lender;, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions condition specified in Sections Section 4.02(a) and (b) have has been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect, (C) if any Debt Ratings are then in effect, the current Debt Ratings; and , and (viiiD) such that no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.Loan Document; (b) Any fees required to be paid on or before the Closing Date Date, including pursuant to any Fee Letter, shall have been paid. (c) At least three Business Days prior to the Closing Date, the Borrower shall have provided to the Administrative Agent and the Lenders all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been requested in writing not less than five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the each Borrower; (ii) a Note executed by the each Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence demonstrate that the Borrower each Loan Party is duly organized or formed, and that the Borrower is Company and ▇▇▇▇▇▇▇▇▇ Capital are validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of DLA Piper ▇▇▇▇▇▇ & Whitney, LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Company certifying (A) that the conditions specified in Section 4.01(c) and Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) a calculation of the current RatingsLeverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Effective Date; and (viiivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any All accrued and unpaid fees under Sections 2.05(i) and (j) and Sections 2.10(a) and (b) of the Existing Credit Agreement and any other fees required to be paid on or before the Closing Effective Date shall have been paidpaid and all Loans and other amounts outstanding under the Existing Credit Agreement, together with interest thereon and, if applicable, amounts due under Section 3.04 shall have been (or shall substantially contemporaneously be) repaid (and the commitments thereunder shall have been terminated) pursuant to a payoff letter reasonably satisfactory to the Administrative Agent. (c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Effective Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12. (d) All Obligations under Subsidiaries (and as defined inexcluding ▇▇▇▇▇▇▇▇▇ Capital) which are guarantors of the series of notes issued by the Company pursuant to (i) the Existing Credit Note Purchase Agreement dated as of June 1, 2007, entered into by the Company and each of the purchasers listed in Schedule A thereto and (ii) the Note Purchase Agreement dated as of November 14, 2008, entered into by the Company and each of the purchasers listed in Schedule A thereto, shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7or, 2016. Without limiting substantially contemporaneously with the generality occurrence of the provisions of the last paragraph of Section 9.03Effective Date, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinksbe) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice released from such Lender prior to the proposed Closing Date specifying its objection theretotheir respective guarantees.

Conditions of Initial Credit Extension. The occurrence effectiveness of the Closing Date this Agreement is subject to satisfaction of the following conditions precedent (except to as expressly set forth in the extent waived pursuant to Section 10.01Post-Closing Letter): (a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each Loan Party and the Required Lenders either (i) a counterpart of the following, this Agreement and all other applicable Loan Documents signed on behalf of each of which shall be originals such party or electronic transmissions (followed promptly by originalsii) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance written evidence satisfactory to the Administrative Agent and each (which may include telecopy transmission or electronic pdf copy of the Lenders: (i) executed counterparts a signed signature page of this Agreement, sufficient in number for distribution ) that each such party has signed a counterpart of this Agreement and all other Loan Documents. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, each Lender the Collateral Agent and the Borrower; (iiLenders and dated the Restatement Date) a Note executed by of Ropes & ▇▇▇▇ LLP, counsel for the Borrower Loan Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Canadian counsel for the Loan Parties, and each law firm set forth on Schedule 4.01(b), in favor of each Lender requesting a Note; 75911819_12 (iii) case covering such certificates of resolutions matters relating to the Loan Parties, the Loan Documents or other action, incumbency certificates and/or other certificates of Responsible Officers the transactions contemplated thereby as the Administrative Agent shall reasonably request. The Loan Parties hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received Organization Documents and such other documents and certificates as the Administrative Agent or its counsel may require reasonably request relating to the organization and existence of each Loan Party, the authorization of the transactions contemplated by the Loan Documents, incumbency certificates evidencing the identity, authority and capacity of each of certain Responsible Officer Officers thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents party or is to be a party on the Restatement Date and certifications as any other legal matters relating to the Administrative Agent may reasonably require to evidence that Loan Parties, the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties Loan Documents or the conduct of its business requires such qualificationtransactions contemplated thereby, except to the extent that failure to do so could not all in form and substance reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed satisfactory to the Administrative Agent and each Lenderits counsel. (d) The Administrative Agent shall have received a Borrowing Base Certificate dated as of the Restatement Date, relating to the month ended August 31, 2012, and executed by a Financial Officer of the Lead Borrower. (e) The Administrative Agent shall have received a certificate, reasonably satisfactory in form and substance to the Administrative Agent, certifying that after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents as of the Restatement Date, no Default or Event of Default exists and the Loan Parties, taken as a whole, are Solvent; (vif) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the Restatement Date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representations and warranties which are qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such respective dates. (g) No Material Adverse Effect shall have occurred since January 28, 2012 and the Administrative Agent shall have received a certificate of from a Responsible Officer either of the Lead Borrower to that effect. (Ah) attaching copies There shall not be any other Material Indebtedness of the Loan Parties outstanding immediately after the Restatement Date other than under (i) the Senior Notes, (ii) the Senior Subordinated Notes, (iii) the Subordinated Discount Notes, (iv) the Term Loan Facility, (v) this Agreement, and (vi) Permitted Indebtedness. (i) There shall not be any Capital Stock of the Lead Borrower (or securities convertible into or exchangeable for Capital Stock or rights or options to acquire Capital Stock) outstanding immediately after the Restatement Date other than Capital Stock directly, or indirectly through one or more holding companies, held by the Sponsors, Highfields Capital, members of management and other co-investors reasonably acceptable to the Administrative Agent. (j) Lenders (other than ▇▇▇▇▇ Fargo) having Commitments aggregating at least $450,000,000 shall have become Lenders hereunder. (k) The Collateral Agent shall have received results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases or subordination agreements are being tendered on the Restatement Date. (l) The Administrative Agent shall be reasonably satisfied with the amount, types and terms and conditions of all consentsinsurance maintained by the Loan Parties; and the Administrative Agent shall have received endorsements naming the Collateral Agent, licenses and approvals required on behalf of the Lenders, as an additional insured or lender’s loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Loan Parties forming part of the Collateral. (m) The Administrative Agent shall be reasonably satisfied that all fees due on the Restatement Date, and, to the extent invoiced at least one (1) Business Day prior to the Restatement Date, all Credit Party Expenses incurred in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower establishment of the Loan Documents to which it is a party, credit facility contemplated hereby (including the reasonable fees and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements expenses of counsel to the Administrative Agent and the Collateral Agent), shall be paid in full. (directly n) After giving effect to such counsel if this Agreement and the transactions contemplated hereby, no Default or Event of Default shall be continuing. (o) After giving effect to this Agreement and the transactions contemplated hereby, Availability shall be not less than $200,000,000. (p) The Collateral Agent shall have received the Security Documents (together with endorsements to title insurance in form, scope and amount reasonably satisfactory in all respects to the Collateral Agent) and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties. (q) The Collateral Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect in the United States the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Collateral Agent, (ii) the Credit Card Notifications and Blocked Account Agreements required pursuant to SECTION 2.18 hereof, and (iii) with respect to any Loan Party located in or organized under the laws of Canada, all filings and recordations required by Applicable Law of Canada (including, without limitation, under the PPSA and the Civil Code) or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect in Canada the Collateral Agent’s Lien in any Collateral located in Canada. (r) The Administrative Agent shall have received, at least five (5) Business Days prior to the Restatement Date, all documentation and other information that is required by regulatory authorities and/or the Administrative Agent) ’s due diligence investigation under applicable “know your customer” and anti-money laundering rules and regulations, including the KYC Provisions (as defined in SECTION 9.19 below), to the extent invoiced such documentation and other information has been requested in writing by the Administrative Agent at least ten (10) Business Days prior to or on the Closing Restatement Date, plus such additional amounts and the results of such fees, charges and disbursements as investigation shall constitute its reasonable estimate of such fees, charges and disbursements incurred or be reasonably satisfactory to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (es) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior and be satisfied with detailed financial projections, including, in each case, a consolidated income statement, balance sheet, statement of cash flow, Availability analysis and business assumptions for the Borrowers on (x) a monthly basis for the twelve month period following the Restatement Date, and (y) on an annual basis, for each Fiscal Year thereafter through the Maturity Date. (t) To the extent not otherwise set forth in this SECTION 4.01, there shall have been delivered to the proposed Closing Date specifying its objection theretoAdministrative Agent each of the instruments, agreements, opinions, certificates and other documents identified on the closing agenda attached hereto as Exhibit I as being required on or before the Restatement Date.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedand in good standing in Oklahoma, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E; (vi) a favorable opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, special Texas counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F; (vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all outstanding obligations thereunder have been paid in full; and (viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be (to the extent applicable) originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the BorrowerGuaranties; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing (as applicable) and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of DLA Piper each of (A) G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, (B) M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, internal counsel to the Loan Parties and (C) L▇▇▇▇▇ & L▇▇▇▇ N.V., Netherlands counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required[Reserved]; (vii) a certificate of signed by a Responsible Officer stating of Holdings certifying that (A) that the conditions specified representations and warranties of (i) Holdings and the Borrowers contained in Sections 4.02(a) Article V and (bii) have been satisfiedeach Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, (B) that no Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof, (C) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CD) the current Debt Ratings; (viii) [Reserved]; and (viiiix) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as concurrently with the Administrative Agent, any L/C Issuer, Closing Date is being terminated and all Liens securing obligations under the Swing Line Lender Existing Credit Agreement have been or concurrently with the Required Lenders reasonably may requireClosing Date are being released. (b) Any fees required to be paid by the Loan Parties on or before the Closing Date under the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers required to be reimbursed by this Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement The Lenders shall have been paid in full (other than inchoate contingent obligations not then due or payable) and received, at least five Business Days prior to the Closing Date, all commitments thereunder information they shall have been terminated. (e) The requested under anti-terrorism and anti-money-laundering laws and regulations, including the Patriot Act, and, at least ten Business Days prior to the Closing Date Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have occurred on or before April 7delivered, 2016to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The IPO by Parent shall have been consummated with gross cash proceeds therefrom, in a minimum amount of $350,000,000 on terms substantially consistent with Amendment Number 2 of the Form S-1, including any further amendments thereto (the “BKFS S-1”), and the Administrative Agent shall have received satisfactory evidence thereof, including a copy of the effective Form S-1 Registration Statement. The Administrative Agent shall be reasonably satisfied that the Equity Purchase shall be consummated substantially in accordance with the terms described in the BKFS S-1 and any other agreements and other documents relating to the Equity Purchase and applicable Law and regulatory approvals. The Refinancing shall have been consummated and the Administrative Agent shall have received satisfactory evidence thereof. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12Note to the extent such Lender requests such Note at least two Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such certificates Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other actionrelevant governing body, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent case may require evidencing the identitybe, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by the Borrower of this Agreement and the validity against the Borrower of the other Loan Documents to which it is a party, and that such consentsresolutions or written consents have not been modified, licenses rescinded or amended and approvals shall be are in full force and effecteffect without amendment, modification or rescission, and (By) stating that no such consentsas to the incumbency and genuineness of the signature of the officers, licenses directors, managers or approvals are so requiredother authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization; (v) an opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and in form and substance reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 4.02(a) and Section 4.02(b); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer of Holdings attesting to the Solvency of Holdings, the Borrower and the Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions; (ix) executed counterparts of the Security Agreement together with the following: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank; (B) a completed Perfection Certificate, dated the Closing Date and executed by a Responsible Officer stating (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Loan Parties; (C) the current Ratings; andIntellectual Property Security Agreement, duly executed by each Loan Party required to execute such Intellectual Property Security Agreement pursuant to the Security Agreement, in proper form for filing with the United States Patent and Trademark Office or United States Copyright Office, as applicable; (viiic) such other assurances, certificates, documents, consents all fees and expenses required to be paid by (or opinions as on behalf of) the Borrower to the Administrative Agent, any L/C Issuer, the Swing Line Lender or Arrangers and the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel including fees pursuant to the Administrative Agent (directly to such counsel if requested by the Administrative AgentFee Letter) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full in cash (other than inchoate contingent obligations not then due or payablewhich amounts may be offset against the loan proceeds funded on the Closing Date) (and all commitments thereunder shall have been terminatedin the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date). (d) [Reserved.] (e) The Closing Date shall Since December 31, 2014, there has been no change, occurrence or development that has had or would reasonably be expected to have occurred on or before April 7, 2016. Without limiting the generality a Material Adverse Effect of the provisions type described in clause (a) of the last paragraph definition thereof. (f) No later than two Business Days in advance of Section 9.03the Closing Date, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from all documentation and other information reasonably requested by the Administrative Agent (on behalf of any Lender) in writing at least 10 Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (g) The Lead Arrangers shall have received the Specified Financial Statements (it being understood and agreed that Parent’s public filing of any such Lender prior financial statements set forth in clauses (a), (b) and (c) of the definition thereof with the SEC shall satisfy the requirements of this clause (g) with respect thereto). (h) The Administrative Agent shall have received the results of a recent UCC lien search with respect to each Loan Party. (i) Each document (including any UCC (or similar) financing statement) required by the proposed Closing Date specifying its objection theretoCollateral Documents in order to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a perfected Lien on the Collateral described therein with the priority required therein, shall be in proper form for filing, registration or recordation. (j) The Administrative Agent shall have received evidence that all insurance required to be maintained pursuant to Section 6.07 has been obtained and is in effect and that the Administrative Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Administrative Agent shall have reasonably requested to be so named.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, if applicable, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower Company is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower Company is duly organized or formed, and that the Borrower Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerCompany, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower Company of the Loan Documents to which it is a party, and certifying that such consents, licenses and approvals shall be are in full force and effect, or (B) stating certifying that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; (viii) evidence that the Opco Credit Agreement shall be effective substantially simultaneously herewith; (ix) evidence that the Existing Credit Agreement has been or currently with the Closing Date is being terminated, all Indebtedness thereunder has been paid and satisfied in full and all Liens, if any, securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (Cx) a duly completed Compliance Certificate as of the current Ratingslast day of the fiscal quarter ended on December 31, 2014, signed by a Responsible Officer of the Company; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of the Borrower in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in a good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation certificate from the Secretary of properties or State of the conduct State of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectDelaware; (v) a favorable opinion opinions of DLA Piper (x) Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit E-1 and (y) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Vice President, General Counsel and Secretary of the Borrower, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit E-2; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) the current Debt Ratings; (viii) evidence that all obligations owing under the Existing Credit Agreement by the Borrower are, prior to or concurrently with the first Loan delivered hereunder, being paid in full; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7May 31, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2006.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or other electronic transmissions image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, sufficient in number for distribution to Agreement each properly executed by a Responsible Officer of the Administrative Agent, each Lender signing Loan Party and the BorrowerLenders in such number as the Agent may request; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to become a party and each in form and substance reasonably satisfactory to the Agent; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require request as to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, Latham & Watkins LLP addressed to the Administrative Agent and each LenderLender on the Closing Date, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) 4.01 and (b) 4.02 have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect, (C) to the current RatingsSolvency of the Loan Parties, on a Consolidated basis, as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) to the knowledge of such Responsible Officer, that all consents, licenses or approvals required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect; (vii) evidence reasonably satisfactory to the Agent that all insurance required to be maintained pursuant to the Loan Documents and, subject to Section 6.11, all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect; (viii) a payoff letter from the agent under the existing revolving credit facility reasonably satisfactory in form and substance to the Agent evidencing that such loan facility has been terminated, all obligations paid in full, and all Liens securing obligations of the Loan Parties under such facility have been or concurrently with the Closing Date are being released; (ix) subject to Section 6.16, the Security Documents and all other Loan Documents (to the extent to be executed on the Closing Date), each duly executed by the applicable Loan Parties; (A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory of the Loan Parties, the results of which are satisfactory to the Agent, and (B) a written report regarding the results of commercial finance examinations of the Loan Parties, which shall be reasonably satisfactory to the Agent; (xi) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 7.01 and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, in each case satisfactory to the Agent, are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; (A) all documents and instruments (including Uniform Commercial Code financing statements) reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens (subject to the Intercreditor Agreement) intended to be created under the Loan Documents shall have been so filed, registered or recorded to the satisfaction of the Agent and (B) the Credit Card Notifications and Blocked Account Agreements to the extent required pursuant to Section 6.12 hereof shall have been obtained; (xiii) [reserved]; (xiv) the Intercreditor Agreement Joinder, fully executed by Agent and Term Agent, and acknowledged by the Loan Parties; and (viiixv) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders Agent reasonably may require. (b) Any After giving effect to the initial Credit Extensions hereunder, Availability shall be not less than $150,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on October 27, 2017, and executed by a Responsible Officer of each Borrower. (d) [Reserved]. (e) The Agent shall have received and be satisfied with (i) a Borrowing Base Availability analysis prepared on a monthly basis for December 2017, January 2018 and the Fiscal Year 2018, and (ii) a detailed forecast prepared on a monthly basis for December 2017, January 2018 and the Fiscal Year 2018, and on an annual basis thereafter through the Maturity Date, which shall include Consolidated income statement, balance sheet, and statement of cash flow, in each case prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. (f) [Reserved]. (g) All fees and expenses required to be paid to the Agent or the Arranger on or before the Closing Date shall have been paidpaid in full, and all fees and expenses required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (ch) Unless waived by the Administrative Agent, the Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (ei) The Closing Date Agent and the Lenders shall have occurred on received, at least four (4) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act requested by the Agent or before April Lenders seven (7, 2016) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer thereof authorized to act as a Responsible Officer Officers in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formedorganized, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper LLPShook, Hardy & Bacon, L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-1 and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a favorable opinion of ▇▇▇▇▇ Mulliss & Wicker, PLLC, counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-2 and such other matters concerning the Loan Documents as the Required Lenders may reasonably request; (vii) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that attached thereto is a true and correct copy of each of the Seaboard Overseas Credit Facility, the 1993 Senior Note Agreements, 1995 Senior Note Agreements and the 2002 Senior Note Agreements, (B) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (BC) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (CD) a calculation of the current RatingsConsolidated Leverage Ratio as of October 2, 2004; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or other electronic transmissions image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, sufficient in number for distribution to Agreement each properly executed by a Responsible Officer of the Administrative Agent, each Lender signing Loan Party and the BorrowerLenders in such number as the Agent may request; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to become a party and each in form and substance reasonably satisfactory to the Agent; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require request as to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of DLA Piper LLP, counsel to the Borrower, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP addressed to the Administrative Agent and each LenderLender on the Closing Date, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request, in form and substance reasonably satisfactory to the Agent; (vi) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) 4.01 and (b) 4.02 have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect, (C) to the current RatingsSolvency of the Loan Parties, on a Consolidated basis, as of the Closing Date after giving effect to the transactions contemplated hereby, (D) to the knowledge of such Responsible Officer, that all consents, licenses or approvals required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are party, if any, have been obtained and are in full force and effect; and (E) that true, correct and complete executed copies of each Separation Agreement have been furnished to the Agent, which Separation Agreements are in full force and effect; (vii) evidence reasonably satisfactory to the Agent that all insurance required to be maintained pursuant to the Loan Documents and, subject to Section 6.11, all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect; (viii) a payoff letter from the agent under the existing revolving credit facility reasonably satisfactory in form and substance to the Agent evidencing that such loan facility has been terminated, all obligations paid in full, and all Liens securing obligations of the Loan Parties under such facility have been or concurrently with the Closing Date are being released; (ix) subject to Section 6.16, the Security Documents and all other Loan Documents (to the extent to be executed on the Closing Date), each duly executed by the applicable Loan Parties; (A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of all Inventory of the Loan Parties, the results of which are satisfactory to the Agent, and (B) a written report regarding the results of commercial finance examinations of the Loan Parties, which shall be reasonably satisfactory to the Agent; (xi) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 7.01 and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, in each case satisfactory to the Agent, are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; (A) all documents and instruments (including Uniform Commercial Code financing statements) reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens (subject to the Intercreditor Agreement) intended to be created under the Loan Documents shall have been so filed, registered or recorded to the satisfaction of the Agent and (B) the Credit Card Notifications and Blocked Account Agreements to the extent required pursuant to Section 6.12 hereof shall have been obtained; (xiii) the Sears Tri-Party Agreement, fully executed by the Agent, the applicable Loan Parties, SHC and certain of its Subsidiaries; (xiv) the Intercreditor Agreement Joinder, fully executed by Agent and Term Agent, and acknowledged by the Loan Parties; and (viiixv) the Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders Agent reasonably may require. (b) Any After giving effect to the initial Credit Extensions hereunder, Availability shall be not less than $150,000,000. (c) The Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on October 27, 2017, and executed by a Responsible Officer of each Borrower. (d) [Reserved]. (e) The Agent shall have received and be satisfied with (i) a Borrowing Base Availability analysis prepared on a monthly basis for December 2017, January 2018 and the Fiscal Year 2018, and (ii) a detailed forecast prepared on a monthly basis for December 2017, January 2018 and the Fiscal Year 2018, and on an annual basis thereafter through the Maturity Date, which shall include Consolidated income statement, balance sheet, and statement of cash flow, in each case prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. (f) [Reserved]. (g) All fees and expenses required to be paid to the Agent or the Arranger on or before the Closing Date shall have been paidpaid in full, and all fees and expenses required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (ch) Unless waived by the Administrative Agent, the Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (ei) The Closing Date Agent and the Lenders shall have occurred on received, at least four (4) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act requested by the Agent or before April Lenders seven (7, 2016) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date Fronting Bank and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, PDF copies or electronic transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of DLA Piper ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and ▇▇▇▇▇▇ ▇. ▇▇▇▇, in-house counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect; (Cviii) the current Ratingseach Material Insurance Subsidiary shall have an A- stable Financial Strength Rating; and (viiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender Fronting Bank or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 75911819_12. (d) All Obligations loans, commitment fees, letter of credit fees, fronting fees and other fees and expenses accrued through the Closing Date under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The full; it being understood that Loans borrowed on the Closing Date shall have occurred be applied to the loans outstanding on or before April 7, 2016the Closing Date under the Existing Credit Agreement through reallocation among the Lenders in accordance with the Applicable Percentages. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or electronic transmissions copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the Borrower, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; 75911819_12; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a partyDocuments; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectit is organized; (v) a favorable opinion written opinion(s) of DLA Piper LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent; (vi) a certificate of signed by a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of a Responsible Officer stating certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Ratings; (vii) evidence that the Existing Credit Agreements and the DP&L Fifth Third Credit Facility have been or concurrently with the Closing Date are being terminated and the obligations thereunder have been paid in full and any Liens securing obligations under the Existing Credit Agreements and the DP&L Fifth Third Credit Facility have been or concurrently with the Closing Date are being released; and (viii) such other assurances, certificates, documents, consents or opinions as evidence that the Administrative Agent, any L/C Issuer, conditions precedent to the Swing Line Lender or effectiveness of the Required Lenders reasonably may requireUS Bank Credit Facility have been satisfied and all documentation thereof and required thereunder has been executed. (b) Any fees required to be paid on or before the Closing Date shall have been paidpaid to the extent invoiced at least two (2) Business Days prior to the Closing Date. (c) Receipt by the Lenders of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations requested by such Lender at least ten (10) days prior to the Closing Date. (d) Unless waived by the Administrative AgentArrangers, and subject to the provisions of the Fee Letter and the Commitment Letter, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel due to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two (2) Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges Date and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or required to be incurred by it through paid pursuant to the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Fee Letters or the Borrower and the Administrative Agent). 75911819_12 (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7, 2016Commitment Letters. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence obligation of the Closing Date L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (except to the extent waived pursuant to Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note; 75911819_12Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the such Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the each Borrower is duly organized or formed, and that each of the Borrower Borrowers is validly existing, in good standing (to the extent such certification is available) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of DLA Piper Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowerdomestic Borrowers, and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Foreign Obligors in form and substance reasonably acceptable to Administrative Agent and its counsel and addressed to the Administrative Agent and each LenderLender and; (vi) a certificate of a Responsible Officer of each Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the such Borrower and the validity against the such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate of signed by a Responsible Officer stating of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect; and (C) a calculation of the current RatingsConsolidated Leverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on March 31, 2013, signed by a Responsible Officer of the Company; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; and (viiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). 75911819_12. (d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before April 7June 14, 20162013. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.