Common use of Conditions of Initial Credit Extension Clause in Contracts

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security Schedule, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security Documents; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer Issuers and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by evidence that the Borrowers Collateral Documents shall be effective to create in favor of each Lender requesting the Administrative Agent, for the benefit of the Secured Parties, a Note; (iii) to legal, valid and enforceable first security interest and Lien upon the extent not identified as a post-closing obligation on Schedule 6.17Collateral, each Security Document listed in the Security Scheduleincluding, together with, if applicablewithout limitation: (A) certificates representing any certificated equity interests pledged thereinsearches of UCC filings in the jurisdiction of organization or formation of each Loan Party, accompanied in each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, and in each other jurisdiction requested by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank;Administrative Agent, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by on file in such searches, jurisdictions and accompanied by evidence that any no Liens indicated exist other than Liens permitted hereunder, (C) proper UCC-1 financing statements in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of each jurisdiction that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby; (D) certificates and instruments representing the Securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank; (E) [Reserved]; and (F) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents Agreement has been taken (in the circumstances including receipt of duly executed payoff letters and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security DocumentsUCC-3 termination statements; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iviii) 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 such Loan Party is a party or is to be a party; (viv) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (viv) such certificates signed by a Responsible Officer favorable opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇ ▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been Loan Documents as the Required Lenders may reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ixvi) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of this Agreement and the execution, delivery and performance by any such Loan Party and the validity against any 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; (xvii) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower 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 December 31, 2016 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiviii) [reserved]; (ix) a certificate attesting to the Solvency of the Borrower (on a consolidated basis with its Restricted Subsidiaries) as of the Closing Date from its chief financial officer, substantially in the form of Exhibit N; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xi) [reserved]; (xii) evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (Aexcept for Existing Letters of Credit which shall continue hereunder) under the Existing Credit Agreement has been been, or concurrently with the Closing Date is being being, terminated and all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;being, released; and (xiii) a certificate from such other assurances, certificates, documents, consents or opinions as the chief financial officer of each Loan PartyAdministrative Agent, in substantially the form of Exhibit G heretoL/C Issuers, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto;Swing Line Lender or any Lender reasonably may require. (xivi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arranger on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document 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 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). (d) The Administrative Agent and Lenders shall have received all documentation and other information requested by the Administrative Agent and Lenders in order to comply with requirements of regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including reasonable legal fees)the USA PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer Issuers and each Lender and Swing Line Lender the Lenders to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies (followed promptly by originals) facsimiles unless otherwise specified, each properly executed by a Responsible Officer on behalf of the signing Loan PartyParty to the extent execution thereof is contemplated thereby (and, if applicable, by the Administrative Agent and/or the Lenders) 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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note executed by the Borrowers each Borrower in favor of each Lender requesting a Note; (iii) to effective upon receipt of the extent not identified approval of the applicable Gaming Authority (as a post-closing obligation on Schedule 6.17, each Security Document listed indicated in the Security Scheduleproviso below), a pledge agreement (together with each other pledge agreement and pledge agreement supplement delivered pursuant to Section 6.09, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Pledgor, together with, if applicable: (A) certificates or other instruments representing any certificated equity interests pledged thereinthe Pledged Equity (as defined in the Pledge Agreement) in suitable form for transfer by delivery or, as applicable, shall be accompanied by undated stock powers each Pledgor’s endorsement, where necessary, or duly executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed or assignment in blank, all in form and substance satisfactory to Administrative Agent; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security Documents;Pledge Agreement; and (C) if requireda certificate executed by a financial or accounting officer of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as of the Closing Date pursuant to Section 5.1(c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures); provided, however, notwithstanding the foregoing or anything to the contrary in the Pledge Agreement, receipt of the approval of the Mississippi Gaming Commission, the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the New Jersey Casino Control Commission or the New York State Gaming Commission, as applicable, to the pledge of the Equity Interests in each Operating Entity that is licensed by or registered with the Mississippi Gaming Commission, the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the New Jersey Casino Control Commission or the New York State Gaming Commission, as applicable, shall not be a condition to the Closing Date (collectively, the “Specified Consents”). For the avoidance of doubt, to the extent that any of the Specified Consents are obtained, the requirements of this Section 4.01(a)(iii) shall be required to be satisfied with respect to the applicable Pledgor to which such Specified Consent applies, and any real property Collateral located other Pledgor shall be required to satisfy the requirements of this Section 4.01(a)(iii), and cause to be delivered certificates and opinions of the type described in a “flood hazard area” Section 4.01(a)(iv) and (vi), promptly, and in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateralevent, each of the following: within five (x5) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations Business Days of receipt by) the Parent Borrower as of a Specified Consent with respect to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in pledge by such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent.Pledgor; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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 partyDocuments; (v) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organizedorganized or formed, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer favorable opinion of each Milbank LLP, special New York counsel to the Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of Parties, ▇▇▇▇▇▇ Snow LLP, special Nevada corporate and gaming counsel to the Loan Parties, ▇▇▇▇▇▇ Snow LLP, special Mississippi counsel to the Loan Parties, Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Loan Parties and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Ohio counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (vii) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or condition 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, (C) the accuracy of the representation and warranty set forth in Section 5.15 and the extent of the inquiry made by such Responsible Officer in connection therewith and (D) as to the absence of any action, suit, investigation or proceeding relating to the Transactions pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect; (viii) Evidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date is being, paid in full or defeased and terminated and all liens securing obligations under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date are being, released; and (ix) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Pledgor as debtor and that are filed in those state and county jurisdictions in which any Pledgor is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted under Section 8.03); (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall concurrently be paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall concurrently be paid; (c) Unless waived by the Administrative Agent, the Collateral Agent and each Lender, as Company shall have paid all Attorney Costs of counsel to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to 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 Collateral Agent closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and each Lenderthe Administrative Agent); (viiid) The Closing Date Refinancing shall have been consummated or will be consummated substantially concurrently; and (e) The Lenders shall have received at least three (3) Business Days prior to the Closing Date, Date all outstanding documentation and other information with respect to about the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent them at least ten (10) days Business Days prior to the Closing Date that it reasonably determines is required by regulatory authorities under in order to comply with applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.0410.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, perfection of the Liens of the Administrative Agent upon the Equity Interests of the Operating Entities by the Pledgors shall not be required until the earlier of (x) 180 days after the Closing Date (or such longer period of time as is consented to by the Administrative Agent or as is required to obtain any necessary Gaming Approvals) and (y) five (5) Business Days from the date on which the applicable Gaming Approval has been obtained with respect to the pledge of such Equity Interests by the applicable Pledgor (or such longer period of time as is consented to by the Administrative Agent).

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, other than those matters specified in the Post-Closing Letter referenced in Section 7.17: (a) The Administrative Agent’s Agent shall have received executed counterparts of (i) this Agreement, (ii) the Pledge and Security Agreement, (iii) the Intellectual Property Security Agreements and (iv) if requested by any Lender pursuant to Section 2.11, a Note or Collateral Agent’s, as appropriate) receipt of the followingNotes, each of which shall be originals, telecopier or electronic copies (followed promptly by originals) unless otherwise specified, each the foregoing properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (orParty and, 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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers;Borrower. (iib) a Note executed by The Collateral Agent shall have received Uniform Commercial Code financing statements in the Borrowers in favor state of incorporation or formation of each Lender requesting a Note; (iii) Loan Party in order to perfect and protect the extent not identified as a post-closing obligation on Schedule 6.17first priority liens and security interests created under the Pledge and Security Agreement, each Security Document listed certificates representing the Pledged Shares referred to in the Pledge and Security Schedule, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, Agreement accompanied by undated stock powers executed in blank or, if applicable, and evidence that all other appropriate instruments of transfer actions that the Administrative Agent may deem reasonably necessary in order to perfect and instruments evidencing protect the debt pledged therein, if any, indorsed in blank;liens and security interests created under the Pledge and Security Agreement and the Intellectual Property Security Agreements has been taken. (Bc) copies The Administrative Agent shall have received a duly executed Perfection Certificate dated on or prior to the Closing Date, the results of all Uniform Commercial Code, a recent Lien and judgment and tax lien searches search in each relevant jurisdiction with respect to personal property Holdings, the Borrower and those of the Subsidiaries that shall be Subsidiary Guarantors or shall otherwise have assets that are included in the Collateral, together with copies which such search shall reveal no Liens on any of the financing statements (assets of Holdings, the Borrower or similar documents) disclosed by any of such searches, and accompanied by evidence that any Subsidiaries except for Liens indicated in any such financing statement that are not expressly permitted by Section 7.01 have been 8.01 and except for Liens to be discharged on or contemporaneously will be released or terminated (or otherwise provided for in a manner prior to the Closing Date pursuant to documentation reasonably satisfactory to the Collateral Agent. (d) The Collateral Agent shall have received: (i) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent; (ii) in the case of each material Leasehold Property that is a Mortgaged Property, use commercially reasonable efforts to obtain (A) if required by the terms of the related lease, a Landlord Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iii) with respect to each Mortgage, except as may be agreed to by Collateral Agent, in its reasonable discretion, a mortgagee’s policy of title insurance (or marked up unconditional signed title insurance commitment or pro forma for such insurance having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 110% of the fair market value of such Mortgaged Property and fixtures, which fair market value is set forth on Schedule 1.01(c), which policy (or marked up unconditional signed title insurance commitment or pro forma for such insurance having the effect of a policy of title insurance) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) name the Collateral Agent and each of the other Secured Parties as insureds thereunder, (D) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies) where available, (E) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (F) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) and affirmative coverage as shall be reasonably requested by the Collateral Agent (including, but not limited to, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit/future advance, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code necessary in order (G) contain no exceptions to perfect the title other than Permitted Liens created under the Security Documents (in the circumstances and other exceptions reasonably acceptable to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security DocumentsAgent; (Civ) if required, Surveys with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published each Mortgaged Property, other than as agreed by the Federal Emergency Management Agency on Administrative Agent; (v) an opinion of counsel (which such Building or Manufactured Mobile Home are counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Mortgaged Property is located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each with respect to the enforceability of the following: (xform(s) standard flood hazard determination forms if any property is located of Mortgages to be recorded in a special flood hazard area, (y) notices to (such state and confirmations of receipt by) the Parent Borrower such other matters as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if availableCollateral Agent may reasonably request, in each case in such form, on such terms form and in such amounts as required by The National substance reasonably satisfactory to Collateral Agent; and (vi) a completed Federal Emergency Management Agency Standard Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative AgentHazard Determination with respect to each Mortgaged Property. (ive) The Administrative Agent shall have received 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 such Loan Party is a party; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require party or is to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is be 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; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) 's receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security ScheduleAgreement, duly executed by each Loan Party thereto, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien necessary searches with respect to personal property the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredevidence that all other actions, recordings and filings of or with respect to any real property Collateral located the Security Agreement that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices manner reasonably satisfactory to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent., (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party thereto, together with evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions resolutions, manager consent 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 such Loan Party is a party; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organizedorganized or formed, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions an opinion of Weil, Gotshal & ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral each Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents Lender and the transactions contemplated hereby as the Administrative Agent may request, addressed each in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to a certificate signed by a Responsible Officer of the Closing DateBorrower certifying that there has been no change, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates)effect, event, occurrence or state of facts since February 29, 2004, that has been had or could reasonably requested in writing by be expected to (1) have a material adverse effect on the Administrative Agent at least ten business, operations, assets, liabilities (10actual or contingent), results of operations or condition (financial or otherwise), of Holdings and its Subsidiaries (including the Target and its Subsidiaries), taken as a whole, or (2) days prior to adversely affect the Closing Date that it reasonably determines is required by regulatory authorities rights and remedies of the Lenders under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActLoan Documents; (ix) a certificate of a Responsible Officer of attesting to the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any such Loan Party Solvency of the Loan Documents Parties (taken as a whole) after giving effect to which it is a partythe Transaction, 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 requiredfrom the chief financial officer of the Borrower; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming effect and that the Collateral Agent, on behalf of the Lenders, Administrative Agent has been named as loss payee and as an or additional insured, as the case may beappropriate, under all each insurance policies maintained policy with respect to casualty and liability insurance as to which the assets Administrative Agent shall have requested to be so named; (xi) certified copies of the Purchase Agreement and properties all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request; and (xii) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension. (b) All fees and expenses required to be paid on or before the Closing Date shall have been paid in full in cash. (c) (i) All material consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby (including without limitation the granting of the Liens on the Collateral) shall have been obtained, and (ii) all material governmental, shareholder and material third party consents and approvals necessary in connection with the Transaction shall have been obtained and shall remain in effect; all applicable waiting periods (including, without limitation, the expiration or termination of the requisite waiting period under the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1975, and the approval or consent of any applicable exchanges, Regulatory Supervising Organizations and other regulatory bodies specified in the Purchase Agreement as being required as a condition to the consummation of the Transaction) in connection with the Transaction shall have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on any of the Loan Parties or the Transaction or that constitutes Collateral;could seek or threaten any of the foregoing. (xiid) The Arrangers shall have received evidence reasonably satisfactory to them that (A) the Existing Credit Agreement has been or concurrently Company shall comply with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently provisions of Section 6.18. (e) The Arrangers shall be reasonably satisfied with the Closing Date are Purchase Documentation (it being released understood and agreed that the Purchase Documentation (i) reviewed by the Arrangers prior to July 9, 2004 and (Bii) any Liens relating which is substantially consistent with the Purchase Agreement is, in each case, satisfactory to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan PartyArrangers), in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions Transaction, the corporate and capital structure and equity ownership of Holdings and its Subsidiaries shall not differ from what is set forth in the summary of terms attached as Annex II to the Commitment Letter dated as of June 8, 2004 among the Borrower, the Arrangers and the incurrence lenders party thereto or in the Purchase Agreement in any material respect in a manner that is adverse to the interests of the Indebtedness related thereto;Lenders, in each case without the approval of the Arrangers. (xivf) a certificate Evidence reasonably satisfactory to the Administrative Agent that prior to or simultaneously with the initial Credit Extensions the Borrower shall have received at least $600,000,000 in gross cash proceeds from a Responsible Officer the issuance and sale of the Parent Senior Subordinated Notes. (g) The Arrangers and the Lenders shall have received: (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended February 28, 2003 and February 29, 2004 (Athe "Historical Financial Statements"); (ii) attaching forecastsforecasts prepared by management of the Borrower, each in form reasonably satisfactory to the Administrative Agent and the LendersArrangers, of consolidated balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months four quarters following the Closing Date and (y) for each year commencing with the first fiscal year following ending on February 28, 2005 through the fiscal year ending on February 28, 2011 (the "Closing Date Forecasts"), which shall state the material assumptions on the basis of which such forecasts shall have been prepared; and (iii) a certificate from a Responsible Officer of Holdings and the Borrower to the effect that the Closing Date for the term of this Agreement and (B) certifying that such forecasts Forecasts were prepared in good faith on upon reasonable assumptions at the basis time of assumptions believed to preparation, it being understood that actual results may vary from such forecasts and that such variations may be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such datematerial. (h) Any fees required The Arrangers shall have received evidence reasonably satisfactory to be paid by them that the Borrowers to the Revolving Credit Agreement dated as of June 23, 2003 among Refco Group Ltd., LLC, as borrower, JPMorgan Chase Bank, as Administrative Agent shall have been terminated and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document all amounts outstanding thereunder shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretofull.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimile (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, the completed Perfection Certificate and the Guaranty and Collateral AgreementGuaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Securities referred to therein (if such Pledged Securities is certificated) accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Intercompany Notes indorsed in blank;blank and issuer acknowledges if otherwise, (B) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of all Uniform Commercial CodeUCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent reasonably deems necessary or appropriate, accompanied by evidence reasonably satisfactory to the Administrative Agent that any the Liens indicated in any such financing statement that are not (or similar document) would be permitted by under Section 7.01 7.01, or otherwise acceptable to the Administrative Agent, or have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Administrative Agent). (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby, (E) the Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, and (F) evidence that all proper financing statements, duly prepared for filing under other action that the Uniform Commercial Code Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Documents Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that delivery of the items described in the circumstances and foregoing clauses (iii)(D) through (F) shall be subject to the extent required under first paragraph of Section 4.02. (iv) subject to the first paragraph of Section 4.02, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgage, leasehold deed to secure debt and leasehold deed of trust, in substantially the form of Exhibit H-3 (with such Security Documentchanges as may reasonably be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 4.01(a) and each other mortgages, deeds of trust, trust deeds, deeds to secure debt, leasehold mortgages, leasehold deeds to secure debt and leasehold deeds of trust delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), covering duly executed by the Collateral appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only the Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects that do not materially interfere with the use or marketability of the property, (D) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (E) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policy/ies and endorsements contemplated above; (F) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above; (G) opinions addressed to the Administrative Agent and each of the Lenders from local counsel of the Loan Parties regarding due authorization, execution, delivery and enforceability of the Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent; (H) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Security Documents;Mortgages has been taken, and (CI) if required, with respect to any real property Collateral located in the Administrative Agent shall have received a completed “flood hazard areaLife-of-Loan” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a notice about special flood hazard area, area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (yv) notices to (and confirmations of receipt by) the Parent Borrower as subject to the existence first paragraph of a special flood hazard andSection 4.02, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program an intellectual property security agreement (together with each other intellectual property security agreement and (z) evidence of applicable flood insurance, if availableintellectual property security agreement supplement delivered pursuant to Section 6.12, in each case in such formas amended, on such terms and in such amounts as required the “Intellectual Property Security Agreement”), duly executed by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by each Loan Party, together with evidence that all action that the Administrative Agent.Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (ivvi) 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viviii) such certificates signed by a Responsible Officer favorable opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as substantially in the form set forth in Exhibit I; (ix) a favorable opinion of (a) ▇▇▇▇▇▇▇▇▇ Traurig LLP, local counsel to such matters concerning the Loan PartiesParties in each of Texas, Georgia, and Nevada (b) Johnston, Hinesley, Flowers, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., local counsel to the Loan Documents Parties in Alabama, (c) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ LLP, local counsel to the Loan Parties in North Carolina and (d) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, local counsel to the transactions contemplated hereby as the Administrative Agent may requestLoan Parties in Mississippi, in each case addressed to the Administrative Agent, the Collateral Agent and each Lenderthe Secured Parties, in form and substantive reasonably acceptable to the Administrative Agent and its counsel; (viiix) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act;[Intentionally omitted] (ixxi) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals (other than routine change of ownership filings and other routine healthcare filings) required in connection with the consummation by such Loan Party of the Transaction and the Credit Transaction and the execution, delivery and performance by any such Loan Party and the validity against any 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; (xxii) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower certifying (A) that, subject to the proviso in the first paragraph of Section 4.02, the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that the condition set forth under Section 4.01(h) is met. (xiii) a certificate substantially in the form of Exhibit J attesting to the Solvency of the Borrower and its Subsidiaries before and after giving effect to the Transaction, from the Borrower’s chief financial officer; (xixiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained (including, without limitation, flood insurance) and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixv) a HIPAA Business Associate Agreement, in substantially the form of Exhibit K, duly executed by Borrower and each Subsidiary that is a “covered entity” under HIPAA. (xvi) evidence that (A) the Existing Credit Agreement has been Agreements have been, or concurrently with the Closing Date is being are being, terminated and all Liens securing obligations under the Existing Credit Agreement Agreements have been been, or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;being, released; and (xiiixvii) a certificate from such other assurances, certificates, documents, consents or opinions as the chief financial officer of each Loan PartyAdministrative Agent, in substantially the form of Exhibit G heretoL/C Issuer, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto;Swing Line Lender or any Lender reasonably may require. (xivb) a certificate from a Responsible Officer (i) All fees and expenses (including reasonable fees and expenses of the Parent Borrower (Acounsel) attaching forecasts, in form reasonably satisfactory required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arrangers on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretopaid.

Conditions of Initial Credit Extension. The obligation of each Lender and the L/C Issuer and each Lender and Swing Line Lender to make its any initial Credit Extension hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier or electronic copies (followed promptly by originals) unless otherwise specifiedfollowing items, each properly executed by a Responsible Officer of the signing applicable Loan Party, each dated as of the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security Schedule, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security Documents; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of legal opinion from ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viiiii) at least three (3) Business Days prior to the Closing Datesecretary’s certificates, all documentation borrowing request and other information with respect to closing certificates set forth on the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actclosing checklist attached hereto as Exhibit G; (ixiii) a solvency certificate of a Responsible Officer of the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when madeI; and (xviv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents, except for those items that are specifically permitted herein to be delivered after the Restatement Effective Date. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money The representations and warranties of the Parent Borrower Loan Parties contained in Article V or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31Loan Document, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) on and as of the Closing Date.date of such initial Credit Extension, 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 in all respects for such representations and warranties that are by their terms already qualified as to materiality) as of such earlier date; (fc) The Administrative Agent No Default or Event of Default shall have received a certificate signed by a Responsible Offer occurred and be continuing, or would immediately result from such initial Credit Extension and the consummation of the Parent Borrower on behalf of itself Transaction and the other Loan Parties as to the matters set forth in clauses (c), Documents; (d) All accrued costs, fees and expenses (e). (g) Total Outstandings including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to Administrative Agent, plus such additional amounts of such reasonable out-of-pocket fees, charges and disbursements as shall be no greater than $250,000,000 as constitute its reasonable estimate of the Closing Datesuch reasonable out-of-pocket fees, after giving effect to the Transactions charges and all Credit Extensions under this Agreement on such date. (h) Any fees required disbursements incurred or to be paid incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and Administrative Agent) and the fees and expenses of any other advisors) and other compensation due and payable to Administrative Agent, the Administrative Agent Arrangers and the Lenders on or before the Closing Restatement Effective Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting or deducted from the generality initial funding of the provisions of Section 9.04Loans hereunder), for purposes of determining compliance with to the conditions specified extent set forth in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved the Fee Letter or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender otherwise invoiced at least two (2) Business Days prior to the proposed Closing Restatement Effective Date specifying its objection thereto(except as otherwise reasonably agreed by the Borrower Agent).

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to reasonably requested by the Administrative Agent, the Collateral Agent, each Lender and the Borrowers; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a Guarantee and Collateral agreement, in substantially the form of Exhibit F (together with each other guarantee and collateral agreement and guarantee and collateral agreement supplement delivered pursuant to Section 6.08, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in Loan Party and the Security ScheduleCollateral Agent, together with, if applicable: (A) certificates representing the results of a lien search listing all effective financing statements that name any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property CollateralLoan Party as debtor, together with copies of the such financing statements, (B) financing statements suitable in form for filing naming each Loan Party as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions necessary to perfect the security interests of the Collateral Agent pursuant to such Security Agreement, and (or similar documentsC) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement all other action that are not permitted by Section 7.01 have been the Administrative Agent or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); (iv) an intercreditor agreement, in substantially the circumstances form of Exhibit G, duly executed by each Loan Party, the Collateral Agent and the trustees with respect to the Senior Notes (the “Intercreditor Agreement”). (v) to the extent required under such Security Document), covering the Collateral of the Loan Parties described in by the Security Documents; (C) if requiredAgreement, the Intellectual Property Security Agreements, duly executed by each Loan Party, with respect to any real property Intellectual Property included in the Collateral, together with evidence that all action that the Administrative Agent or the Collateral located Agent may deem necessary or desirable in a “flood hazard area” in any Flood Insurance Rate Map published order to perfect the Liens created under the Intellectual Property Security Agreement has been taken or shall be taken within the time specified by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: Security Agreement (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard andor, if applicablenot specified therein, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested specified by the Administrative Agent or the Collateral Agent.); (ivvi) 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in its is jurisdiction of organizationorganization and each jurisdiction where its ownership, formation lease or incorporationoperation 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; (viviii) such certificates signed by a Responsible Officer favorable opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇& ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents in form and the transactions contemplated hereby as the Administrative Agent may request, addressed substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by any such Loan Party and the validity against any 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; (x) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (xi) a certificate signed by a Responsible Officer of Holdings certifying (A) that there has been no event or circumstance since December 31, 2009 that has had, or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) a calculation of the Consolidated Leverage Ratio as of the last day of the Fiscal Quarter of Holdings most recently ended at least 45 days prior to the Closing Date, after giving pro forma effect to the Transaction, which Consolidated Leverage Ratio shall not be in excess of 4.20:1.00 and (C) that there is no pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened litigation, action, proceeding or labor controversy (i) except as disclosed in Schedule 5.07, against Holdings or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues, which could reasonably be expected to have a Material Adverse Effect, or (ii) which purports to affect the legality, validity or enforceability of any Loan Document, the Transaction Documents or the Transaction; (xii) (A) the Audited Financial Statements and the audited (without any Impermissible Qualification) consolidated balance sheet of Swift Corporation and its Subsidiaries for Fiscal Year 2007 and Fiscal Year 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for each such Fiscal Year of Swift Corporation and its Subsidiaries, including the notes thereto and (B) the unaudited consolidated balance sheet of Swift Corporation and its Subsidiaries for the Fiscal Quarters ended March 31, 2010, June 30, 2010 and September 30, 2010 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for each such Fiscal Quarter of Swift Corporation and its Subsidiaries; (xiii) forecasts prepared by management of Holdings of consolidated balance sheets and statements of income or operations and cash flows of Holdings and its Subsidiaries through December 31, 2015; (xiv) a certificate attesting to the Solvency of the Loan Parties, taken as a whole, before and after giving effect to the Transaction, from Holdings’ chief financial officer; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixvi) evidence that (A) the Existing Credit Agreement has been been, or concurrently with the Closing Date is being being, terminated (other than letters of credit under the Existing Credit Agreement that will be deemed Letters of Credit hereunder) and all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released and being, released; (Bxvii) any Liens relating to evidence that the Target and any prior indebtedness of such Target immediately prior to the Acquisition Shareholder Loans have been terminated and released been, or concurrently with the Closing Date;Date are being, cancelled; and (xiiixviii) evidence that any outstanding interest rate Swap Contracts to which Holdings or any of its Subsidiaries is a certificate from party has been, or concurrently with the chief financial officer of each Loan PartyClosing Date is being, terminated, and all amounts payable by Holdings or any such Subsidiary in substantially connection with such termination has been, or concurrently with the form of Exhibit G heretoClosing Date is being, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto;paid. (xivb) a certificate from a Responsible Officer of the Parent Borrower (Ai) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Joint Lead Arrangers on or before the Closing Date and (y) each year commencing shall have been, or concurrently with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner are being, paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date shall have been, or concurrently with the Closing Date are being, paid. (c) The Borrower shall have, or concurrently with the Closing Date 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 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). (d) The Collateral Agent’s receipt of the following, each of which shall be originals and each in form and substance satisfactory to the Collateral Agent: (i) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Loan Party in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Loan Party, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the Fee Letter UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; and (ii) each promissory note (if any) pledged to the Collateral Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof to the extent delivery thereof to the Collateral Agent is required under the Security Agreement; (e) There shall not have occurred and be continuing any default or event of default under the Existing Notes Indentures or any other Loan Document documents governing any Qualified Receivables Transaction. (f) The Borrower shall have received a corporate rating from S&P, a corporate family rating from ▇▇▇▇▇’▇ and a rating with respect to the Loans from each of ▇▇▇▇▇’▇ and S&P. (g) Holdings shall have executed an underwriting agreement with respect to a Public Offering of its common stock and, concurrently with the Closing Date, such Public Offering shall have been paid consummated. (including reasonable legal feesh) Concurrently with the Closing Date, the sale of the Senior Notes shall have been consummated. (i) The Borrower shall have tendered for, tenders shall have been received for, and all conditions precedent to the consummation of such tender shall have been satisfied with respect to, at least 66 2/3% of the Floating Rate Notes and at least 66 2/3% of the Fixed Rate Notes (it being agreed that all Floating Rate Notes and Fixed Rate Notes covered under that certain letter agreement with Apollo Fund VI BC, L.P. and Lily, L.P. shall be deemed included in such tendered notes). Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation obligations of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension Extensions hereunder is are subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a NoteNotes; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17Pledge and Security Agreement, each Security Document listed in duly executed by the Security ScheduleLoan Parties, together with, if applicable: (A) certificates representing the Equity Interests of any certificated equity interests Domestic Subsidiary pledged therein, pursuant to the Pledge and Security Agreement (to the extent such Equity Interests are certificated) accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Pledge and Security Documents;Agreement, (C) if requiredlien search results, dated as of a recent date prior to the initial Credit Extensions, together with copies of all effective Uniform Commercial Code financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” Pledge and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by Security Agreement that the Administrative Agent.Agent may deem necessary or desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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; (v) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents Lender and the transactions contemplated hereby as the Administrative Agent may request, addressed in form and substance satisfactory to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ixvii) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (viii) financial projections and forecasts prepared by management of the Borrower and reasonably satisfactory to the Administrative Agent, including consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries for the five year term of the Facilities; (ix) 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; (x) a duly completed Compliance Certificate as of the Initial Financial Statementslast day of the fiscal quarter of Equinix ended on September 30, 2014 (provided that the calculation of the Consolidated Net Lease Adjusted Leverage Ratio shall be on a pro forma basis after giving effect to (A) the Indebtedness incurred (x) hereunder and the use of proceeds thereof on the Closing Date and (y) pursuant to the 5.375% Senior Notes Due 2022 and the 5.750% Senior Notes Due 2025 and (B) the redemption of the 7.00% Senior Notes Due 2021), signed by a Responsible Officer of the Borrower; (xi) pay-off statements and/or lien release authorizations from (A) the Existing Administrative Agent with respect to interest, fees and expenses under the Existing Credit Agreement and other Existing Loan Documents, and (B) such other secured parties of record shown on any of the financing statements referred to in subclause (iii)(C) above, to the extent such financing statements disclose Liens on the Collateral; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;; and (xiii) a certificate from the chief financial officer of each Loan Partysuch other assurances, in substantially the form of Exhibit G heretocertificates, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecastsdocuments, in form reasonably satisfactory to consents or opinions as the Administrative Agent and Agent, the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement L/C Issuer or the other Loan DocumentsRequired Lenders reasonably may require. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and Agent, the Left Lead Arranger or the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid, including, without limitation, any fees to Lenders as shall have been separately agreed upon in writing in the amounts so specified. (c) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (including directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable legal 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). (d) The Closing Date shall have occurred on or before December 29, 2014. Without limiting the generality of the provisions of the penultimate paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder hereunder, and the amendment and restatement of the Existing Credit Agreement pursuant to the terms hereof, is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, (x) in the case of certificates of governmental officials, a recent date before the Closing Date, and (y) with respect to the Security Agreement and the Guaranties, dated as of their original date of execution) 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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative AgentBorrower Affirmation, the Collateral Agentand a Guaranty or an Affirmation and Consent from each Guarantor, each Lender and the Borrowersas applicable; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security ScheduleAgreement, duly executed by each Loan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Interests referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all proper financing statements, filed or duly prepared for filing under the Uniform Commercial CodeCode in all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Security Agreement, judgment covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and tax lien searches filings of or with respect to personal property Collateral, together with copies of the financing statements (Security Agreement that the Administrative Agent may deem reasonably necessary or similar documents) disclosed by such searches, desirable in order to perfect and accompanied by evidence that any protect the Liens indicated in any such financing statement that are not permitted by Section 7.01 created thereby shall have been or contemporaneously will be released or terminated (taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral AgentAdministrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements), and all proper financing statements; (iv) the Intellectual Property Security Agreement, duly prepared for filing under executed by each Loan Party, together with evidence that all action that the Uniform Commercial Code Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Documents (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security DocumentsAgreement has been taken; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (ivv) 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 such Loan Party is a party or is to be a party; (vvi) such documents, agreements documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporation; (vi) such certificates signed by except to the extent that failure to be so qualified could not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Effect; (vii) favorable opinions an opinion of Weil, Gotshal & ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral each Agent and each Lender, as to the matters set forth in Exhibit J-1, and as to such other matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent may shall reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the Closing Datematters set forth in Exhibit J-2, all documentation and as to such other information with respect to matters concerning the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by Loan Documents as the Administrative Agent at least ten (10) days prior to the Closing Date that it shall reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ix) a certificate of signed by a Responsible Officer of the Parent Borrower certifying that there has been no event or circumstance since January 3, 2009, that has had or could be reasonably expected to have, either (A) attaching copies of all consentsindividually or in the aggregate, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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 requiredMaterial Adverse Effect; (x) a certificate attesting to the Initial Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial StatementsOfficer of the Borrower; (xi) the financial statements described in Section 5.05(a); (xii) a certified copy of the Sponsor Management Agreement; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer Committed Loan Notice and/or Letter of the Parent Borrower (A) attaching forecastsCredit Application, in form reasonably satisfactory as applicable, relating to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when madeinitial Credit Extension; and (xv) evidence that (i) all of such other assurances, certificates, documents, consents or opinions as the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan DocumentsAdministrative Agent reasonably may require. (b) Other than as set forth All fees and expenses required to be paid on Schedule 4.01or before the Closing Date shall have been paid in full in cash. (c) There shall exist no action, after giving effect to the transactions contemplated herebysuit, no third-party indebtedness for borrowed money of the Parent Borrower investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of any Loan Party or any of its Subsidiaries, threatened before any Governmental Authority or arbitrator that could be reasonably likely to have a Material Adverse Effect. (d) All governmental authorizations and all material third party consents and approvals, if any, necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent) and shall remain outstanding in effect, and no Law shall be applicable in the reasonable judgment of the Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction. (e) The information contained in the Information Memorandum, as of supplemented to the Closing Date other than Indebtedness incurred and taken as a whole, shall be complete and correct in all material respects, and no changes, occurrences or permitted pursuant to this Agreement. (c) Since December 31developments shall have occurred, 2013 there and no information shall not have occurred any change, occurrence been received or development that has had or could be reasonably expecteddiscovered by the Administrative Agent that, either individually or in the aggregate, could reasonably be expected to (1) have an Acquisition Material Adverse Effect. (dor have had) a material adverse effect on business, operations, assets, liabilities (iactual or contingent), results of operations or condition (financial or otherwise) The Transactions shall have been consummated in accordance with of the Acquisition AgreementConsolidated Parties, taken as a whole, (2) adversely affect (or has adversely affected) the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, ability of the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented Borrower or any condition therein waived, in each case, in a manner that is materially adverse Guarantor to perform its obligations under any of the Lenders without Loan Documents or (3) adversely affect (or has adversely affected) the prior written consent rights and remedies of the Lenders and (ii) under the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Dateapplicable loan documentation. (f) The Administrative Agent Borrower shall have received a certificate signed by a Responsible Offer of paid to each lender under the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses Existing Credit Agreement (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers or to the Administrative Agent and on behalf of such lenders, for further payment to such Lender on the Lenders on or before Business Day immediately following the Closing Date) all principal, all interest accrued through the Closing Date in accordance with and all other amounts due and owing to such lender under the Fee Letter or any other Loan Document shall have been paid Existing Credit Agreement (including reasonable legal feesincluding, without limitation, all losses, costs and expenses to which it is entitled pursuant to Sections 3.05 and 10.05 of the Existing Credit Agreement). Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier or electronic copies (or facsimiles followed promptly by originals) originals (unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan PartyParty (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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersSubsidiary Guaranty; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a NoteNote at least two Business Days prior to the Closing Date; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in executed counterparts of the Security Schedule, Agreement together with, if applicable:with the following (all of which are to be held in escrow until the consummation of the Exchange and the Spin-Off): (A) certificates representing any certificated equity interests pledged therein, Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed Pledged Debt endorsed in blank; (B) a completed Perfection Certificate, substantially in the form of Exhibit I, dated the Closing Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); (C) copies of all Uniform Commercial Code, judgment and tax lien necessary searches with respect to personal property the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may reasonably deem necessary in order to perfect and protect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security DocumentsAgreement; (CD) evidence reasonably satisfactory to the Administrative Agent that the Liens (if required, any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) or any real property Collateral located other relevant jurisdiction are either discharged or permitted by Section 7.01; and (E) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices manner reasonably satisfactory to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent.; (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with evidence that all action that the Administrative Agent in its reasonable judgment may reasonably deem necessary in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken (all of which are to be held in escrow until the consummation of the Exchange and the Spin-Off); (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing 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; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organizedorganized or formed, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, & ▇▇▇▇▇▇▇▇▇▇▇ LLP (and any other relevant counsel to the Loan Parties), addressed providing legal opinions substantially similar to those set forth on Exhibit J (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent, the Collateral Agent ) and in each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may requestcase, addressed to the Administrative Agent, the Collateral each Agent and each Lender; (viii) at least three (3) Business Days prior a certificate signed by a Responsible Officer of the Borrower certifying as to the Closing Date, all documentation satisfaction of the conditions set forth in Section 4.02(a) and other information with respect to the Loan Parties and the Target (and its AffiliatesSection 4.02(b), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of attesting to the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any such Loan Party Solvency of the Loan Documents Parties and the Restricted Subsidiaries (taken as a whole) after giving effect to which it is a partythe Contribution, 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 requiredfrom the chief financial officer of the Borrower; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming effect and that the Collateral Agent, on behalf of the Lenders, Administrative Agent has been named as loss payee and as an or additional insured, as the case may beappropriate, under all each insurance policies maintained policy with respect to the assets casualty and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating liability insurance as to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to which the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed shall have requested to be reasonable when madeso named; and (xvxi) evidence that (i) all a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documentsinitial Credit Extension. (b) Other than as set forth All fees and expenses required to be paid by (or on Schedule 4.01, after giving effect behalf of) the Borrower to the transactions contemplated hereby, no third-party indebtedness for borrowed money of Agents and the Parent Borrower Lenders on or any of its Subsidiaries shall remain outstanding as of before the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreementshall have been paid in full in cash. (c) Since December 31, 2013 there All governmental and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby (including the granting of the Liens on the Collateral) shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effectbeen obtained. (d) The Administrative Agent and the Lenders shall have received the Historical Financial Statements, the Closing Date Forecasts and the Pro Forma Financial Statements. (ie) The Transactions Arrangers shall be reasonably satisfied with the terms and conditions of the Distribution Agreement and the other Transaction Documents (it being understood that the Arrangers are satisfied with the Distribution Agreement and all other Transaction Documents delivered to the Arrangers and the Arrangers’ counsel on or prior to the date of this Agreement). Copies of the Distribution Agreement and the other Transaction Documents and all material certificates, opinions and other documents delivered thereunder shall have been consummated made available to the Administrative Agent, and the Administrative Agent shall have received a copy of the Distribution Agreement certified by a financial officer or other executive officer of the Borrower as complete and correct. The final terms and conditions of each aspect of the Transactions, including without limitation, all tax aspects thereof, shall be consistent in accordance all material respects with the Acquisition Agreement, terms set forth in the other Acquisition Documents Distribution Agreement and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other information set forth in the Form 10. (f) The Transaction Documents shall not have been altered, amended or otherwise changed or supplemented from the documents or drafts delivered to the Arrangers and the Arrangers’ counsel on or prior to the date of this Agreement or any condition therein waived, in each case, case in a manner that is materially adverse to the Lenders interests of the Lenders, without the prior written consent of the Lenders and (ii) the Parent Borrower Arrangers. The Contribution shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination been consummated and the Arrangers shall be reasonably satisfied that the Exchange and the Spin-Off will be consummated substantially contemporaneously with each other and with the initial funding or issuance of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct Loans on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer , in each case substantially in accordance with the terms of the Parent Borrower on behalf of itself applicable Transaction Documents and the other Loan Parties as to the matters set forth in clauses (c), (d) applicable law and (e)regulatory approvals. (g) Total Outstandings The Senior Notes shall be no greater than $250,000,000 as have been (or substantially contemporaneously with the making of the Closing Date, after giving effect Term Loans shall be) issued to FNIS in an aggregate principal amount that together with the Transactions and all Credit Extensions under this Agreement on such dateaggregate principal amount of the Term Loans shall equal to $1,585,000,000. (h) Any fees required to There has not occurred since December 31, 2007 any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or could reasonably be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed expected to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note, with duplicate originals (if any) so marked; (iii) a pledge and security agreement, in substantially the form of Exhibit G (with such changes as is reasonably satisfactory to the extent not identified Administrative Agent) (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.13, in each case as a post-closing obligation on Schedule 6.17amended, the “Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt accompanied by undated instruments of transfer indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit H (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the properties listed on Schedule 4.02(a)(iv) (together with each other mortgage delivered pursuant to Section 6.13, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid or arrangements reasonably satisfactory to the Administrative Agent shall have been made therefor, (B) American Land Title Association Lender’s Extended Coverage title insurance policies or “marked” commitments or pro formas therefor covering all properties to be mortgaged listed on Schedule 4.01(a)(iv) (other than any real property Collateral properties located in Florida, for which only standard title reports shall be required) (the “Mortgage Policies”) in form and substance, and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured, where required by Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, (C) copies of any existing surveys in the Borrower’s possession, (D) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, cost and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above, (E) a “flood hazard area” in any Flood Insurance Rate Map published by the completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgage, (F) favorable written opinions of local counsel in the states in which each such “Mortgaged Property” is located, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on which such Building the property described in the Mortgages has been taken; (v) an intellectual property security agreement, in substantially the form of Exhibit 4, 5 or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as 6 to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program Security Agreement (together with each other intellectual property security agreement and (z) evidence of applicable flood insurance, if availableintellectual property security agreement supplement delivered pursuant to Section 6.13, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in such formorder to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) a Perfection Certificate, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested duly executed by the Administrative Agent.Borrower; (ivvii) 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 such Loan Party is a party or is to be a party; (vviii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viix) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions opinion of ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent, as to such other matters concerning the Loan Parties, Borrower and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Required Lenders may reasonably request; (x) a favorable opinion of local counsel to the Loan Parties in each jurisdiction listed on Schedule 4.02(a)(x), addressed to the Administrative Agent, the Collateral Agent and each LenderLender in form and substance reasonably satisfactory to the Administrative Agent; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ixxi) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any each Loan Party and the validity against any such each 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; (xxii) a certificate signed by a Responsible Officer of the Initial Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xixiii) certificates and letters attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from a Responsible Officer and a nationally recognized appraisal firm or valuation consultant satisfactory to the Administrative Agent; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, insurance naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixv) evidence that (A) the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under owing thereunder by the Existing Credit Agreement have been or Borrower are, concurrently with the Closing Date are first Loan delivered hereunder, being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Datepaid in full; (xiiixvi) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence forecasts prepared by management of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecastsBorrower, each in form reasonably satisfactory to the Administrative Agent and the LendersAgent, of balance sheets, income statements and cash flow statements for (x) each quarter of the Borrower’s fiscal quarters for the first twelve months following the Closing Date 2007 and (y) each year commencing annually thereafter through 2011, which forecasts shall include allowances for doubtful accounts consistent with the first fiscal year following the Closing Date Borrower’s publicly announced change in methodology of estimating allowance for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when madedoubtful account; and (xvxvii) evidence that (i) all of such other assurances, certificates, documents, consents or opinions as the general partnership interests in Administrative Agent, the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement L/C Issuer or the other Loan DocumentsRequired Lenders reasonably may require. (b) Other than as set forth Any fees required to be paid on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of before the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreementshall have been paid. (c) Since December 31Unless waived by the Administrative Agent, 2013 there the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in thereafter preclude a final settling of accounts between the aggregate, to have an Acquisition Material Adverse EffectBorrower and the Administrative Agent). (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers evidence satisfactory to the Administrative Agent that the pro forma Consolidated Leverage Ratio for Measurement Period ending December 31, 2006 (which shall be calculated reflecting the Transactions on a pro forma basis and shall be reduced by the Lenders amount of any charge for such four quarter period related to the Borrower’s publicly announced change in methodology of estimating allowance for doubtful accounts) was not more than 6.50 to 1.00. (e) The Closing Date shall have occurred on or before March 15, 2007. If the Closing Date in accordance with the Fee Letter or any other Loan Document initial Credit Extension hereunder shall not have been paid (including reasonable legal feesoccurred by March 15, 2007, subject to Section 10.04(f). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoautomatically terminate.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer Issuers and each Lender and Swing Line Lender the Lenders to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies (followed promptly by originals) facsimiles unless otherwise specified, each properly executed by a Responsible Officer on behalf of the signing Loan PartyParty to the extent execution thereof is contemplated thereby (and, if applicable, by the Administrative Agent and/or the Lenders) 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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) executed counterparts of a joinder to each Existing Intercreditor Agreement; (iii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iiiiv) a collateral agreement (together with each other collateral agreement and collateral agreement supplement delivered pursuant to Section 6.09, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Collateral Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) to the extent certificated, certificates representing any certificated equity interests pledged therein, the “Pledged Equity” referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Collateral Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Collateral Agreement, and (C) if requiredevidence of the completion of all other searches, actions, recordings and filings of or with respect to any real property the Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by Agreement that the Administrative Agent.Agent may deem necessary or desirable in order to perfect the Liens created thereby (including receipt of duly executed payoff letters and UCC-3 termination statements) free and clear of all other Liens other than Permitted Encumbrances and Liens permitted by Section 8.03; (ivv) 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 such Responsible Officer thereof authorized to act as a Responsible Officer on behalf of each Loan Party in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyDocuments; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organizedorganized or formed, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) a favorable opinions opinion of Kramer, Levin, Naftalis & ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three a certificate signed by a Responsible Officer certifying (3A) Business Days prior that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or condition since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) the accuracy of the representation and warranty set forth in Section 5.16 and the extent of the inquiry made by such Responsible Officer in connection therewith, (D) as to the Closing Dateabsence of any action, all documentation and other information with respect suit, investigation or proceeding relating to the Loan Parties Transactions pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect and (E) that Parent will elect to be treated as a REIT commencing with its taxable year ending December 31, 2017 and, commencing with its taxable year ending December 31, 2017, Parent will be organized and operate in conformity with the Target (requirements for qualification and taxation as a REIT, and its Affiliates), that has been reasonably requested in writing by proposed method of operation will enable Parent to meet the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequirements for qualification as a REIT; (ix) a certificate of a Responsible Officer environmental assessment reports in respect of the Parent Borrower either Mortgaged Real Properties reasonably satisfactory to the Administrative Agent (A) attaching copies of all consents, licenses which reports the Administrative Agent has received and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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;acknowledges being satisfied with); and (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and has been named as an additional insuredinsured 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; (xii) evidence that (A) 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 (B) any Liens relating constitute Collateral pursuant to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form endorsements reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan DocumentsAgent. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of evidence that all indebtedness and other obligations under the Parent Borrower on behalf of itself Exit Credit Agreement and the other Loan Parties as to the matters set forth First Lien Secured Notes have been paid in clauses (c), (d) full and (e)all Guaranty Obligations and Liens thereunder have been released. (gc) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any All fees required to be paid by the Borrowers to the Administrative Agent and the Arrangers on the Closing Date pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), such amounts may, at the option of the Borrower, be offset against the proceeds of the initial Credit Extension. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs 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 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). (e) The HLV Lease shall be in full force and effect and shall have not been amended, terminated, supplemented, waived or modified in any manner materially adverse to the Lenders on in their capacity as such; provided that a reduction in the aggregate monthly cash rent payable under such HLV Lease of 10% or before more shall be deemed to be materially adverse to the Lenders. (f) The Borrower shall have delivered to the Administrative Agent and each Lender at least two (2) Business Days prior to the Closing Date such reasonable documentation and other information about the Loan Parties reasonably requested in writing by them at least seven (7) Business Days prior to the Closing Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent reasonably requested in writing by the Administrative Agent or any Lender. (g) The Project ▇▇▇▇▇▇▇▇ Acquisition shall have been or, substantially concurrently with the initial Credit Extension shall be, consummated in all material respects in accordance with the Fee Letter terms of the Project ▇▇▇▇▇▇▇▇ Acquisition Agreement, without giving effect to any modifications, amendments or express waivers or consents thereto that are materially adverse to the Lenders in their capacities as such without the consent of the Joint Lead Arrangers (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (a) any other Loan Document change to the definition of “Material Adverse Effect” contained in the Project ▇▇▇▇▇▇▇▇ Acquisition Agreement shall be deemed to be materially adverse to the Lenders and (b) any reduction of not more than 15% or increase in the purchase price shall be deemed to not be materially adverse to the Lenders so long as (i) any increase is not funded with additional indebtedness and (ii) any such reduction is allocated to reduce the initial Credit Extension). It is agreed and understood that no purchase price or similar adjustment provisions set forth in the Project ▇▇▇▇▇▇▇▇ Acquisition Agreement shall constitute any decrease or increase in the purchase price. (h) Parent shall not have modified, amended, waived or terminated in any respect the Common Stock Purchase Agreement, dated as of November 29, 2016, between Parent and each purchaser identified therein (the “Common Stock Purchase Agreement”), and the transactions contemplated by the Common Stock Purchase Agreement shall have been paid (including reasonable legal fees)or, substantially concurrently with the initial Credit Extension shall be, consummated in all material respects in accordance with the terms of the Common Stock Purchase Agreement. Without limiting the generality of the provisions of Section 9.0410.03(a), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementHoldings Guaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of Bank of America and each other Lender requesting a Note; (iii) (x) a security agreement, in substantially the form of Exhibit G-1 (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified as “Security Agreement”), (y) a post-closing obligation on Schedule 6.17security agreement governed by United Kingdom law securing the assets of the Loan Parties organized under United Kingdom Law, in substantially the form of Exhibit G-2, (the “UK Security Agreement”), and (z) a security agreement and a pledge agreement governed by Canadian law (collectively, the “Canadian Security Agreement”) securing the assets of the Loan Parties organized under Canadian Law, in substantially the forms of Exhibit G-3, each Security Document listed in the Security Scheduleduly executed by each applicable Loan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Interests referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) acknowledgment copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing filed on or before the day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to any real the Security Agreement, the UK Security Agreement or the Canadian Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) evidence that all other action that the Administrative Agent may deem necessary or desirable, including the pre-filing of financing statements, in order to perfect the Liens created under the Security Agreement, the UK Security Agreement or the Canadian Security Agreement has been taken; (F) Equity Interest Pledge Agreements in respect the stock of GSI Group GmbH and Excel Technology Europe GmbH, along with opinions of German counsel; (G) Equity Interest Pledge Agreements in respect of GSI Group Japan Corporation and Excel Technology Japan Holding K. K., along with opinions of Japanese counsel; (iv) deeds of trust, trust deeds, deeds to secure debt, mortgages, in substantially the form of Exhibit H (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the Material Properties (together with each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property Collateral located described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the day of the initial Credit Extension, certified to the Administrative Agent and the issuer of the Mortgage Policies in a “flood hazard area” manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any Flood Insurance Rate Map published off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (D) a Phase I environmental assessment report from an environmental consulting firm acceptable to the Administrative Agent, which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with the Material Properties, and the Administrative Agent shall be satisfied with the nature and amount of any such matters and with the Borrower’s plans with respect thereto, (E) evidence of the insurance required by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, terms of the Mortgages; (F) an appraisal of each of the following: properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, (xG) standard flood hazard determination forms zone certification, and if any property is of the Material Properties are located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability evidence of flood hazard insurance under the National Flood Insurance Program and insurance, (zH) evidence of applicable flood insurancecompliance with zoning requirements for each of the Material Properties, if availableincluding copies of a certificate of occupancy for each, and (I) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (v) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each term is defined in the Security Agreement) (together with each IP Security Agreement Supplement, in each case as amended, each an “Intellectual Property Security Agreement” and collectively the “Intellectual Property Security Agreements”), duly executed by each Loan Party; (vi) a certificate of an authorized officer of each Loan Party, attaching: (a) a copy of the articles or certificate of incorporation of such Loan Party certified as of a recent date by the Secretary of State of the state of organization (or comparable official in the United Kingdom and Canada) of such Loan Party, together with certificates of such official attesting to the valid existence, good standing and qualification to engage in business in such formLoan Party’s jurisdiction of organization and 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; (b) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the date of such terms certification; and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (ivc) 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 such Loan Party is a party or is to be a party; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) a favorable opinions opinion of ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent; (viii) a favorable opinion of ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ P.A., ▇▇▇▇▇▇▇▇ Mori & Tomotsune, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (London) LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Hengeler ▇▇▇▇▇▇▇ and The ▇▇▇▇▇▇▇▇ Law Group, LLC, local counsel to the Loan Parties in each jurisdiction where a Mortgage is recorded and each jurisdiction of organization of any Loan Party or Foreign Pledgee, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior , as to the Closing Date, all documentation and other information with respect to such matters concerning the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by Loan Documents as the Administrative Agent at least ten (10) days prior may reasonably request, in form and substance reasonably satisfactory to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActAdministrative Agent; (ix) [Intentionally Omitted]; (x) a certificate certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Parent Borrower either certifying (A) attaching copies of all consents, licenses that the conditions specified in Sections 4.02(a) and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a party(b) have been satisfied, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that there has been no such consentsevent or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, licenses either individually or approvals are so required; (x) in the Initial Financial Statementsaggregate, a Material Adverse Effect; (xi) a business plan and budget of Holdings and its Subsidiaries on a consolidated basis, including forecasts prepared by management of Holdings, of consolidated balance sheets and statements of income or operations and cash flows of Holdings and its Subsidiaries on a monthly basis for the first year following the Closing Date; (xii) a certificate, substantially in the form of Exhibit L, from each Loan Party attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer or other Responsible Officer; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixiv) a Borrowing Base Certificate duly certified by a Responsible Officer of the Borrower relating to the initial Credit Extension; (xv) evidence that (A) the Existing Credit Agreement has been Notes have been, or concurrently with the Closing Date is being terminated are being, redeemed and all Liens securing obligations under the Existing Credit Agreement Notes have been been, or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;being, released; and (xiiixvi) a certificate from such other assurances, certificates, documents, consents or opinions as the chief financial officer of each Loan PartyAdministrative Agent, in substantially the form of Exhibit G heretoL/C Issuer, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto;Swing Line Lender or any Lender reasonably may require. (xivi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arranger on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretopaid.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security Schedule, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security Documents; (C) with respect to all real property interests that constitute Collateral, (i) all certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing of any Security Document which creates a Lien on such real property interests and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, (ii) such satisfactory title information as the Administrative Agent shall reasonably require, (iii) a Federal Emergency Management Agency Standard Flood Hazard Determination with respect to any such Collateral on which any Building or Manufactured Mobile Home with a fair market value in excess of $750,000 are located and (iv) if required, evidence of flood insurance in such total amount as the Administrative Agent may reasonably require with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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; (v) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in its each jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActSection 5.01; (ix) a certificate of a Responsible Officer of the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder on the Original Closing Date is subject to satisfaction of the following conditions precedent:precedent (capitalized terms used in this Section 4.01 and not defined herein shall have the meaning assigned thereto in the Existing Credit Agreement) (for the avoidance of doubt, all conditions precedent in this Section 4.01 were satisfied on the Original Closing Date): (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimile (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement Agreement, the completed Perfection Certificate and the Guaranty and Collateral AgreementGuaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender Agent and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G to the extent not identified Existing Credit Agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as a post-closing obligation on Schedule 6.17amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Securities referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments in the case of transfer equity and instruments evidencing the debt pledged therein, if any, indorsed in blank;blank in the case of debt, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary in order to perfect the Liens created thereby, (E) the Control Agreements (as defined in the Security Agreement), in each case to the extent required in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents Agreement has been taken (in the circumstances including receipt of duly executed payoff letters, mortgage releases and to the extent required under such Security DocumentUCC-3 termination statements), covering the Collateral of the Loan Parties described in the Security Documents; (Civ) if required, with respect to any real [Reserved]; (v) an intellectual property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building security agreement or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, agreements for each of copyrights, patents and trademarks, in substantially the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as form attached to the existence of a special flood hazard and, if applicableSecurity Agreement (as amended, the unavailability of flood hazard insurance “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent.Intellectual Property Security Agreement has been taken; (ivvi) 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viviii) such certificates signed by a Responsible Officer an opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as in form and substance reasonably satisfactory to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request(which shall cover New York law and the General Corporation Law, Limited Liability Company Act and Revised Uniform Limited Partnership Act of Delaware); (ix) an opinion of local counsel to the Loan Parties in each of Colorado, Florida and Ohio, addressed to the Administrative Agent, the Collateral Agent and each Lenderthe Secured Parties; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ixx) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by any such Loan Party and the validity against any 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; (xxi) a certificate signed by a Responsible Officer of the Initial 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 StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xixii) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis before and after giving effect to the Transaction and the incurrence of Indebtedness related thereto, from the Borrower’s chief financial officer in form and substance reasonably satisfactory to the Arrangers; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the LendersSecured Parties, as loss payee and as an additional insured, as the case may be, insured under all insurance policies maintained with respect to the assets and properties properties, as applicable, of the Loan Parties that constitutes Collateral; (xiixiv) evidence that (A) the Existing Credit Agreement has been been, or concurrently with the Closing Date is being being, terminated and all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;being, released; and (xiiixv) a certificate from such other assurances, certificates or documents as the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto;Administrative Agent reasonably may require. (xivi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory All fees and expenses required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arrangers on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid, in each case, to the extent invoiced. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, out-of-pocket charges and disbursements of one outside counsel and one local counsel in each relevant jurisdiction to the Administrative Agent (including 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 reasonable legal and documented fees), out-of-pocket 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. Without limiting the generality of the provisions of Section 9.049.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Original Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, 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 and Agreement, the Collateral Documents, the Guaranty and Collateral Agreement, each of the other Loan Documents (excluding the Ohio Mortgage) sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security Schedule, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated and/or fixture filings in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in Pledge Agreement and the circumstances and to the extent required under such Security Document)Indiana Mortgage, covering the Collateral of the Loan Parties described in the Security DocumentsPledge Agreement and the Indiana Mortgage; (Civ) if requiredcertified copies of UCC, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building tax and judgment lien searches, or Manufactured Mobile Home are located in a “flood hazard area” and where such Building equivalent reports or Manufactured Mobile Home constitute Collateralsearches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard areaAdministrative Agent deems necessary or appropriate, (y) notices none of which encumber the Collateral covered or intended to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested be covered by the Administrative Agent.Collateral Documents (other than Permitted Liens); (ivv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each the Loan Party Parties 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 such Loan Party is a partyDocuments; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor such Loan Party is validly existing, in good standing and qualified to engage in business in its the jurisdiction where it is organized and, in the case of organizationthe Guarantor, formation or incorporation; (vi) such certificates signed by a Responsible Officer in the State of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateIndiana; (vii) favorable opinions evidence that a counterpart of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPthe Indiana Mortgage has been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid; (viii) with respect to the Indiana Mortgage, a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy (a “Mortgage Policy”), with endorsements and in amounts, in each case reasonably acceptable to the Administrative Agent (provided the amount of each Mortgage Policy shall not exceed the fair market value of the real property covered by the applicable mortgage as reasonably estimated by the Borrower), issued by First American Title Insurance Company or another title insurer reasonably acceptable to the Administrative Agent, insuring the such Indiana Mortgage to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting Permitted Liens (including the encumbrances shown on the Mortgage Policy), and providing for such other affirmative insurance as the Administrative Agent may deem reasonably necessary or desirable; (ix) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 40 days before the Closing Date, certified to the Administrative Agent and the issuer of the Mortgage Policies covering the Indiana Mortgage in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent; provided, if despite reasonable efforts of the Borrower such survey is not complete as of the Closing Date, such survey dated after the Closing Date shall be delivered as soon as practicable but no later than 30 days after such date; (x) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property covered by the Indiana Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto, if applicable); (xi) a Phase I environmental site assessment in conformance with the scope and limitations of ASTM International’s Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-13 for each of the Guarantor’s generating stations located in Poneto, Indiana and Moraine, Ohio; (xii) certificates attesting to the Solvency of each Loan Party from its chief financial officer or treasurer; (xiii) written opinion(s) of counsel(s) (including New York counsel as well as local Ohio and Indiana counsels) to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents in form and the transactions contemplated hereby as the Administrative Agent may request, addressed substance reasonably acceptable to the Administrative Agent, the Collateral Agent and each Lender; (viiixiv) at least three a certificate signed by a Responsible Officer of the Borrower certifying (3A) Business Days prior to that the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliatesconditions specified in Sections 4.02(a), that has (b) and (c) have been reasonably requested in writing by satisfied, (B) the Administrative Agent at least ten current Ratings, (10C) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” Certification Amount and anti-money laundering rules and regulations, including without limitation (D) the USA PATRIOT ActBorrowing Limit; (ixxv) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the transaction and the execution, delivery and performance by any such Loan Party and the validity against any 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; (xxvi) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the LendersSecured Parties, as loss payee and as an additional insuredinsured or lenders’ loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiixvii) evidence that (A) the Existing Credit Agreement has been or concurrently with Agreements and the Closing Date is being terminated and all Liens securing obligations under the Existing DP&L Fifth Third Credit Agreement Facility have been or concurrently with the Closing Date are being released terminated and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition obligations thereunder have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, paid in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when madefull; and (xvxviii) evidence that (i) all the conditions precedent to the effectiveness of the general partnership interests in the Parent Borrower shall be owned by the General Partner DP&L PNC Credit Facility have been satisfied and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) documentation thereof and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documentsrequired thereunder has been executed. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid to the extent invoiced at least two Business Days prior to the Closing Date. (including 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 Arrangers, and subject to the provisions of the Fee Letter and the Commitment Letter, the Borrower shall have paid all reasonable legal 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 Business Days prior to the Closing Date and required to be paid pursuant to the Fee Letters or the Commitment Letters. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers; (ii) a Revolving Credit Note executed by the Borrowers Borrower in favor of each Lender requesting that has requested a NoteRevolving Credit Note at least two (2) Business Days prior to the Closing Date; (iii) a security agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates and instruments representing any certificated equity interests pledged therein, the Securities Collateral (as defined in the Security Agreement) accompanied by undated stock powers executed in blank or, if applicable, other appropriate or instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed executed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper UCC-1 financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcertified copies of UCC, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building tax and judgment lien searches, or Manufactured Mobile Home are located in a “flood hazard area” and where such Building equivalent reports or Manufactured Mobile Home constitute Collateralsearches, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as recent date reasonably satisfactory to the existence Administrative Agent listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business, searches run in the databases of the United States Patent and Trademark Office and United States Copyright Office, and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, indicating the absence of Liens (other than Permitted Liens) on the Collateral covered or intended to be covered by the Collateral Documents, (D) a special flood hazard andPerfection Certificate, if applicablein substantially the form of Exhibit F, duly executed by each of the unavailability Loan Parties, (E) any instruments evidencing Collateral consisting of flood hazard insurance debt pledged pursuant to the Security Agreement required to be delivered to the Administrative Agent under the National Flood Insurance Program and Loan Documents; and (zF) evidence of applicable flood insurancethat all other actions, if available, in each case in such form, on such terms recordings and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by filings that the Administrative Agent.Agent may deem necessary in order to perfect the Liens created under the Security Agreement has been taken; (iv) such certificates a Notice of resolutions or other actionGrant of Security Interest in Trademarks, incumbency certificates and/or other certificates of duly executed by the applicable Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreements has been taken; (v) a certificate executed by a Responsible Officers Officer of each Loan Party as attaching (1) resolutions or other action authorizing the Administrative Agent may require evidencing the identityexecution and delivery of, authority and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with its obligations under, this Agreement and the other Loan Documents, (2) incumbency certificates, (3) copies of the Organization Documents to which of such Loan Party, in each case, certified by the Secretary of State of the state of organization of such Loan Party is as of a party; recent date, and certified by such Responsible Officer of such Loan Party to be true, accurate and complete and in effect on the Closing Date and (v4) such documents, agreements other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) such certificates signed a balance sheet and income statement of the Borrower and its Subsidiaries on a consolidated basis for the Measurement Period ended June 16, 2015 giving pro forma effect to the Transaction, certified by a Responsible Officer the chief financial officer or treasurer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateBorrower; (vii) a favorable opinions opinion of ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Required Lenders may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance consummation by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a partyTransaction, and such consents, licenses and approvals shall be in full force and effecteffect (and all applicable waiting periods with respect thereto shall have expired), or (B) stating that no such consents, licenses or approvals are so required; (ix) 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; (B) as to an attached calculation of the Consolidated Total Lease Adjusted Leverage Ratio for the Measurement Period most recently ended prior to the Closing Date for which financial statements are available calculated on a pro forma basis after giving effect to the initial Credit Extension to occur on the Closing Date and the consummation of the Transaction, which shall not exceed 4.75:1.00; and (C) as to an attached true, correct and complete form of the Borrower’s Franchise Agreement; (x) a certificate from the Initial Chief Financial StatementsOfficer of Holdings attesting to the Solvency of Holdings and its Subsidiaries, taken as a whole and as to the Borrower and its Subsidiaries, taken as a whole, before and after giving effect to the Transaction; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the LendersSecured Parties, as loss payee and as an additional insuredinsured or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence to the extent the Borrower selects to borrow Eurodollar Rate Loans on the Closing Date, a funding indemnity letter from the Borrower addressed to the Administrative Agent and the Revolving Credit Lenders; (xiii) a funds flow memorandum and disbursement letter setting forth the payments and transfers of funds to be made on the Closing Date; (xiv) a duly executed copy of the Intercompany Subordination Agreement; and (xv) a payoff letter and other documentation evidencing that (A) the Existing Credit Agreement has been been, or concurrently with the Closing Date is being terminated and terminated, (B) all Indebtedness thereunder has been, or concurrently with the Closing Date will be, repaid in full, (C) all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released being, released, and (BD) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions Transaction, Holdings and its Subsidiaries shall have no Indebtedness except to the incurrence of the Indebtedness related theretoextent permitted hereunder; (xivi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent Agent, the Co-Syndication Agents and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arrangers on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretopaid.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementGuaranty, in each case sufficient in number for distribution to the Administrative Agent, the Collateral Agenteach Lender, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified “Security Agreement”) and a pledge agreement, in substantially the form of Exhibit H (together with each other pledge agreement and supplement delivered pursuant to Section 6.12, in each case as a post-closing obligation on Schedule 6.17amended, the “Pledge Agreement”), in each Security Document listed in the Security Schedulecase duly executed by each Loan Party, together with, if applicable: (A) certificates the certificates, if any, representing any certificated equity interests pledged therein, the Pledged Equity referred to therein that is represented by a certificate (within the meaning of Section 8-102(4) of the UCC) accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt Instruments indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated proper Financing Statements in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Collateral Documents, covering the Collateral of the Loan Parties described in the Security Collateral Documents;, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to any real property the Collateral located Documents that the Administrative Agent may deem necessary or desirable in a “flood hazard area” in any Flood Insurance Rate Map published by order to perfect the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: Liens created thereby, (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt byE) the Parent Borrower as to Deposit Account Control Agreements and the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if availableSecurities Account Control Agreement, in each case as referred to in such form, on such terms the Security Agreement and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested duly executed by the appropriate parties, and (F) evidence that all other actions, recordings, and filings that the Administrative Agent.Agent may deem necessary or desirable in order to create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Collateral has been taken (including receipt of duly executed payoff letters, UCC‑3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation and each state or jurisdiction where such Loan Party maintains an office or has real property, showing no financing statements or other Lien instruments of record except for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organizationformation and each jurisdiction where its ownership, formation lease or incorporation; (vi) operation of properties or the conduct of its business requires such certificates signed by qualification, except to the extent that failure to do so could not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Agreement, from its chief financial officer substantially in the form of Exhibit K; (viii) a favorable opinions opinion of ▇▇Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been Loan Documents as the Required Lenders may reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from signed by a Responsible Officer of the Parent Borrower certifying (A) attaching forecasts, that the conditions specified in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (xSections 4.02(a) each quarter for the first twelve months following the Closing Date and (yb) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and have been satisfied, (B) certifying that such forecasts were prepared in good faith on there has been no event or circumstance since the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all date of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development Audited Financial Statements that has had or could be reasonably expectedexpected to have, either individually or in the aggregate, to have an Acquisition a Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in (C) a manner that is materially adverse to the Lenders without the prior written consent pro forma calculation of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and Consolidated Leverage Ratio as of the Closing Date.; (fxi) The Administrative Agent shall have received a certificate duly completed Compliance Certificate prepared on a pro forma basis as of the last day of the fiscal quarter of the Borrower ended September 30, 2016, signed by a Responsible Offer Officer of the Parent Borrower on behalf of itself and the Parent; and (xii) such other Loan Parties assurances, certificates, documents, consents or opinions as to the matters set forth in clauses (c)Administrative Agent, (d) and (e)the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (gi) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any All fees required to be paid by the Borrowers to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid. (c) The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent and such Lender require in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act (as hereafter defined). (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (including 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 legal 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). Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent except to the extent such conditions are subject to the Post Closing Agreement: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementGuaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of each other Loan Document, sufficient in number for distribution to the extent not identified as a post-closing obligation on Schedule 6.17Administrative Agent, each Security Document listed in Lender and the Security ScheduleBorrower, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Securities Collateral referred to in the Securities Pledge Agreement accompanied by undated stock transfer powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (Agreement, covering the Collateral described in the circumstances Security Agreement, (C) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of, or arrangements reasonably satisfactory to the Administrative Agent for, all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby; (E) Deposit Account Control Agreements with respect to each Control Account that is a deposit account, duly executed by each of the parties thereto; (F) Securities Account Control Agreements with respect to each Control Account that is a securities account, duly executed by each of the parties thereto; (G) landlord’s waiver and consent agreements with respect to the chief executive office and each manufacturing facility of the Borrower, duly executed by each lessor of such real property; (H) evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement have been taken (including receipt of duly executed payoff letters, UCC-3 termination statements, and bailees’ waiver and consent agreements); (iv) executed counterparts of the Mortgage, acknowledged and delivered in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties together with (x) evidence that all filing, documentary, stamp, intangible and recording taxes and fees have been paid and (y) each of the following documents (collectively, the “Related Mortgage Documents”): (A) a mortgagee title policy (or binder therefor) covering the Administrative Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to the Administrative Agent, which must be fully paid on such effective date; (B) such assignments of leases, rents, estoppel letters, attornment agreements, consents, waivers and releases as the Administrative Agent may require with respect to other Persons having an interest in the Real Estate; and (C) a Phase I (and to the extent required under such Security Document)appropriate, covering the Collateral of the Loan Parties described in the Security Documents; (CPhase II) if requiredenvironmental assessment report, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published prepared by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as an environmental consulting firm reasonably satisfactory to the existence of a special flood hazard andAdministrative Agent, if applicableand accompanied by such reports, certificates, studies or data as the unavailability of flood hazard insurance under the National Flood Insurance Program Administrative Agent may reasonably require, which shall all be in form and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or substance reasonably requested by satisfactory to the Administrative Agent. (ivv) 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 such Loan Party is a party or is to be a party; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor other Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporation; (vi) such certificates signed by except to the extent that failure to do so could not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Change; (vii) a favorable opinions opinion of ▇▇▇▇▇▇▇ ▇Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters concerning the Loan Parties, relating to the Loan Documents and the transactions contemplated hereby thereby as the Administrative Agent may and the Lenders shall reasonably request; (viii) a favorable opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Rhode Island counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior , in form and substance reasonably satisfactory to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior and the Lenders, covering such matters relating to the Closing Date that it Mortgage and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (x) a certificate signed by a Responsible Officer of the Initial 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 StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Change; (xi) a business plan and forecast of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries for the fiscal years of the Borrower ending on December 31, 2010 through December 31, 2012; (xii) certificate of the Borrower attesting to the Solvency of each Loan Party before and after giving effect to the transaction contemplated by the Loan Documents, from its chief financial officer; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from of a Responsible Officer of the Parent Borrower (A) attaching forecastsBorrower, in form and substance reasonably satisfactory to the Administrative Agent Agent, certifying and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying attaching calculations demonstrating that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money on a pro forma basis, the Borrower shall be in compliance with each of the Parent financial covenants set forth in Section 7.11; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received (i) the results of all asset appraisals, commercial finance audits, field audits and such other reports, audits and other information or certifications as the Administrative Agent may reasonably request with respect to the Collateral and (ii) copies of all so called “Warning Letters”, or similar notifications, that have been received by the Borrower or any of its Subsidiaries shall remain outstanding as of from the Closing Date other than Indebtedness incurred FDA (or permitted pursuant to this Agreementanalogous foreign, state or local Governmental Authority). (c) Since December 31, 2013 there There shall not have occurred any change, occurrence been no event or development circumstance since the date of the Audited Financial Statements that has had or could be reasonably expectedexpected to have, either individually or in the aggregate, to have an Acquisition a Material Adverse EffectChange. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any All fees required to be paid by the Borrowers to the Administrative Agent on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (including 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 legal 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). Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The U.S. Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt 's satisfaction that substantially concurrently with the initial Credit Extensions it shall receive each of the following, each of which shall be originals, telecopier originals or electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the U.S. Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note executed by the Borrowers each applicable Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17U.S. Security Agreement, duly executed by each Security Document listed in the Security ScheduleU.S. Loan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Interests referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged thereinPledged Debt (including, if anywithout limitation, the Intercompany Note) indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the U.S. Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the U.S. Security Documents;Agreement, (C) if requiredevidence that all other actions, recordings and filings of or with respect to any real property Collateral located the U.S. Security Agreement that the U.S. Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as manner reasonably satisfactory to the existence U.S. Administrative Agent (including, without limitation, receipt of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program duly executed payoff letters and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent.UCC-3 termination statements); (iv) the Canadian Security Agreement, duly executed by the Canadian Loan Parties, together with: (A) copies of proper financing statements and/or registration forms, duly prepared for filing under the PPSA and/or registration in all jurisdictions that the Canadian Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Canadian Security Agreement and/or render such Liens opposable to third parties, covering the Collateral described in the Canadian Security Agreement and (B) evidence that all other actions, recordings and filings of or with respect to the Canadian Security Agreement that the Canadian Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect and/or render such Liens opposable to third parties the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Canadian Administrative Agent (including, without limitation, receipt of duly executed payoff letters, PPSA termination statements and/or discharges, as applicable); (v) the Intellectual Property Security Agreement, duly executed by each applicable U.S. Loan Party, together with evidence that all action that the U.S. Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Agents 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent Agents may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viviii) such certificates signed by a Responsible Officer an opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇▇▇▇ ▇Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral each Agent and each Lender, as to the matters set forth in Exhibit J-1, and as to such other matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by Loan Documents as the Administrative Agent at least ten (10) days prior to the Closing Date that it Agents shall reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ix) a certificate an opinion of a Responsible Officer of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP, Canadian counsel to the Parent Borrower either (A) attaching copies of all consentsLoan Parties, licenses addressed to each Agent and approvals required each Lender, as to matters set forth in connection with Exhibit J-2, and as to such other matters concerning the execution, delivery Loan Parties and performance by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals as the Administrative Agents shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredreasonably request; (x) opinions of local counsel for the Initial Financial StatementsLoan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J-3, and as to such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agents shall reasonably request; (xi) Mortgages encumbering the Real Properties set forth on Schedule 1.01(a) duly executed by the appropriate U.S. Loan Parties, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the U.S. Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the U.S. Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the U.S. Administrative Agent; (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the "MORTGAGE POLICIES") in form and substance, with endorsements and in amount, reasonably acceptable to the U.S. Administrative Agent (not to exceed the value of the Real Properties covered thereby and in the case of Section 6.12(c), the value of the real property encumbered by a Mortgage shall not exceed, in each case, an amount determined in the reasonable judgment of the U.S. Administrative Agent), issued, coinsured and reinsured by title insurers reasonably acceptable to the U.S. Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by clauses (a), (c), (d), (g), (h), (i), (j) and (v) of Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the U.S. Administrative Agent may deem reasonably necessary or desirable; (C) American Land Title Association/American Congress on Surveying and Mapping form surveys for the real property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Missouri, sufficient for the title company to remove the standard survey exception from the Mortgage Policy for such property and issue survey related endorsements to that Mortgage Policy; (D) opinions of local counsel for the U.S. Loan Parties in states in which the Real Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings substantially in the form of Exhibit J-3 hereto, and otherwise in form and substance reasonably satisfactory to the U.S. Administrative Agent; and (E) such other evidence that all other actions that the U.S. Administrative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken; (xii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the U.S. Borrower; (xiii) the financial statements described in Sections 5.05(a), (b) and (d); (xiv) a certified copy of the Sponsor Management Agreement; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiixvi) evidence that certified copies of the Acquisition Agreement, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the U.S. Administrative Agent shall reasonably request; (A) copies of certificates of merger or other confirmation reasonably satisfactory to the Existing Credit Agreement has been or concurrently Lenders to be filed with the Closing Date is being terminated and all Liens securing obligations under Secretary of State of the Existing Credit Agreement have been or concurrently with the Closing Date are being released and State of Delaware for each Merger, (B) any Liens relating to confirmation from the Target Company and any prior indebtedness of the Company, or their respective counsel that such Target certificates are to be so filed immediately prior to the Acquisition have been terminated after such confirmation and released concurrently with (C) on the Closing Date, but after the consummation of the Transaction, certified copies of such certificates of the consummation of the First Merger and the Second Merger from the Secretary of State of the State of Delaware; (xiiixviii) a certificate from the chief financial officer of each Loan Party, an assumption agreement in substantially the form of Exhibit G heretoK hereto (the "ASSUMPTION AGREEMENT"), attesting to duly executed by the Solvency of each Loan Party before and after giving effect to Surviving Corporation in connection with the Transactions and the incurrence of the Indebtedness related theretoMergers; (xivxix) a certificate from a Responsible Officer Committed Loan Notice or Letter of the Parent Borrower (A) attaching forecastsCredit Application, in form reasonably satisfactory as applicable, relating to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when madeinitial Credit Extension; and (xvxx) evidence that (i) all of such other assurances, certificates, documents, consents or opinions as the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan DocumentsU.S. Administrative Agent reasonably may require. (b) Other than as set forth All fees and expenses required to be paid on Schedule 4.01or before the Closing Date shall have been paid in full in cash. (c) There shall exist no action, after giving effect to the transactions contemplated herebysuit, no third-party indebtedness for borrowed money of the Parent Borrower investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries shall remain outstanding as pending or, to the knowledge of the Closing Date other than Indebtedness incurred any Loan Party or permitted pursuant any of its Subsidiaries, threatened before any Governmental Authority or arbitrator that would be reasonably likely to this Agreementhave a Material Adverse Effect. (cd) Since December 31All governmental authorizations and all material third party consents and approvals necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the U.S. Administrative Agent) and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any Governmental Authority (including, 2013 there without limitation, the expiration of the requisite waiting period under the ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1975), and no Law shall not be applicable in the reasonable judgment of the U.S. Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction. (e) No changes, occurrences or developments shall have occurred any changeoccurred, occurrence and no information shall have been received or development that has had or could be reasonably expecteddiscovered by the Administrative Agent that, either individually or in the aggregate, could reasonably be expected to (1) have an Acquisition Material Adverse Effect. (dor have had) a material adverse effect on the condition (ifinancial or otherwise), business, operations, assets or liabilities of the Consolidated Parties, taken as a whole, (2) The Transactions shall have been consummated in accordance with adversely affect (or has adversely affected) the Acquisition Agreement, ability of the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented Borrowers or any condition therein waived, in each case, in a manner that is materially adverse Guarantor to perform its obligations under any of the Lenders without Loan Documents or (3) adversely affect (or has adversely affected) the prior written consent rights and remedies of the Lenders and (ii) under the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Dateapplicable Loan Documents. (f) The Arrangers and the U.S. Administrative Agent shall have received a certificate signed by a Responsible Offer reviewed, and be reasonably satisfied with, the final terms and conditions of the Parent Borrower on behalf Acquisition Documents. Each of itself the Acquisition Documents shall be in full force and the other Loan Parties as effect. The U.S. Administrative Agent shall be reasonably satisfied with (A) any amendments, modification and supplements to the matters set forth in clauses (c)Acquisition Documents, (d) and (e)B) all agreements, instruments and documents relating to each other aspect of the Transaction. (g) Total Outstandings Substantially simultaneously with the initial Credit Extension, the Equity Contributions and the Acquisition shall be no greater than $250,000,000 as consummated in accordance with the terms of the Closing DateAcquisition Agreement, without any waiver or amendment not reasonably satisfactory to the U.S. Administrative Agent, and in compliance with all applicable requirements of Law and, after giving effect to the Transactions and all Credit Extensions under this Agreement on such dateTransaction, at least 23% of the consolidated capitalization of Holdings shall be in the form of common Equity Interests. (h) Any fees required The Administrative Agents shall be satisfied with arrangements for the First Merger and the Second Merger to be paid by consummated immediately following the Borrowers Acquisition. (i) The U.S. Borrower shall have received at least $625,000,000 in gross cash proceeds from the sale of the Senior Subordinated Notes. (j) The U.S. Administrative Agent shall be satisfied with the arrangements for all of the Existing Notes tendered and not validly withdrawn pursuant to the Administrative Agent and the Lenders on or before the Closing Date Existing Notes Tender Offer to be accepted for purchase in accordance with the Fee Letter or any other Loan Document Existing Notes Tender Documents on the Closing Date. Pursuant to the Existing Notes Tender Offer, the Target Company and Nortek, Inc. shall have received consents which shall not have been validly withdrawn and for which all rights of withdrawal have expired, from holders of a majority of each series of the Existing Notes to enter into the supplemental indentures to each of the Existing Notes Indentures contemplated by clause (c) of the definition of "Existing Notes Tender Documents" and such supplemental indentures shall have been paid (including reasonable legal fees)entered into by the Target Company and Nortek, Inc., as applicable, and the applicable trustee. Without limiting the generality The aggregate amount of the provisions of Section 9.04Commitments, for purposes of determining compliance with the conditions specified in this Section 4.01Senior Subordinated Notes and the Existing Notes (based on principal amount at maturity, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed extent applicable) which have not been purchased or called for redemption on the Closing Date specifying its objection theretoshall not exceed $1,441,000,000.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers; (ii) a Revolving Credit Note executed by the Borrowers Borrower in favor of each Lender requesting that has requested a NoteRevolving Credit Note at least two (2) Business Days prior to the Closing Date; (iii) a security agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates and instruments representing any certificated equity interests pledged therein, the Securities Collateral (as defined in the Security Agreement) accompanied by undated stock powers executed in blank or, if applicable, other appropriate or instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed executed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper UCC-1 financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcertified copies of UCC, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building tax and judgment lien searches, or Manufactured Mobile Home are located in a “flood hazard area” and where such Building equivalent reports or Manufactured Mobile Home constitute Collateralsearches, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as recent date reasonably satisfactory to the existence Administrative Agent listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business, searches run in the databases of the United States Patent and Trademark Office and United States Copyright Office, and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, indicating the absence of Liens (other than Permitted Liens) on the Collateral covered or intended to be covered by the Collateral Documents, (D) a special flood hazard andPerfection Certificate, if applicablein substantially the form of Exhibit F, duly executed by each of the unavailability Loan Parties, (E) any instruments evidencing Collateral consisting of flood hazard insurance debt pledged pursuant to the Security Agreement required to be delivered to the Administrative Agent under the National Flood Insurance Program and Loan Documents; and (zF) evidence of applicable flood insurancethat all other actions, if available, in each case in such form, on such terms recordings and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by filings that the Administrative Agent.Agent may deem necessary in order to perfect the Liens created under the Security Agreement has been taken; (iv) such certificates a Notice of resolutions or other actionGrant of Security Interest in Trademarks, incumbency certificates and/or other certificates of duly executed by the applicable Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreements has been taken; (v) a certificate executed by a Responsible Officers Officer of each Loan Party as attaching (1) resolutions or other action authorizing the Administrative Agent may require evidencing the identityexecution and delivery of, authority and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with its obligations under, this Agreement and the other Loan Documents, (2) incumbency certificates, (3) copies of the Organization Documents to which of such Loan Party, in each case, certified by the Secretary of State of the state of organization of such Loan Party is as of a party; recent date, and certified by such Responsible Officer of such Loan Party to be true, accurate and complete and in effect on the Closing Date and (v4) such documents, agreements other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) such certificates signed a balance sheet and income statement of the Borrower and its Subsidiaries on a consolidated basis for the Measurement Period ended June 16, 2015 giving pro forma effect to the Transaction, certified by a Responsible Officer the chief financial officer or treasurer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateBorrower; (vii) a favorable opinions opinion of ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Required Lenders may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance consummation by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a partyTransaction, and such consents, licenses and approvals shall be in full force and effecteffect (and all applicable waiting periods with respect thereto shall have expired), or (B) stating that no such consents, licenses or approvals are so required; (ix) 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; (B) as to an attached calculation of the Consolidated Total Lease Adjusted Leverage Ratio for the Measurement Period most recently ended prior to the Closing Date for which financial statements are available calculated on a pro forma basis after giving effect to the initial Credit Extension to occur on the Closing Date and the consummation of the Transaction, which shall not exceed 4.75:1.00; and (C) as to an attached true, correct and complete form of the Borrower’s Franchise Agreement; (x) a certificate from the Initial Chief Financial StatementsOfficer of Holdings attesting to the Solvency of Holdings and its Subsidiaries, taken as a whole and as to the Borrower and its Subsidiaries, taken as a whole, before and after giving effect to the Transaction; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the LendersSecured Parties, as loss payee and as an additional insuredinsured or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence to the extent the Borrower selects to borrow Eurodollar Rate Loans on the Closing Date, a funding indemnity letter from the Borrower addressed to the Administrative Agent and the Revolving Credit Lenders; (xiii) a funds flow memorandum and disbursement letter setting forth the payments and transfers of funds to be made on the Closing Date; (xiv) a duly executed copy of the Intercompany Subordination Agreement; and (xv) a payoff letter and other documentation evidencing that (A) the Existing Credit Agreement has been been, or concurrently with the Closing Date is being terminated and terminated, (B) all Indebtedness thereunder has been, or concurrently with the Closing Date will be, repaid in full, (C) all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released being, released, and (BD) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions Transaction, Holdings and its Subsidiaries shall have no Indebtedness except to the incurrence of the Indebtedness related theretoextent permitted hereunder; (xivi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent Agent, the Co-Syndication Agents and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arrangers on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent and in accordance with Section 11.04 (other than clause (e) thereof), the Fee Letter or any other Loan Document Borrower shall have been 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 three (3) Business Days prior to the Closing Date (which invoices may include 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). (d) The Administrative Agent and the Arrangers shall have received satisfactory evidence that there is no material pending or threatened (in writing) litigation, investigations or other proceeding (other than the Disclosed Litigation). (e) The Closing Date shall have occurred on or before September 30, 2015. (f) The Loan Parties shall have provided to the Lenders all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including reasonable legal fees)without limitation the USA PATRIOT Act, to the extent that such information was requested by the applicable Lender at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) 's receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed (where applicable) by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementSubsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of EXHIBIT G hereto (together with each other security agreement and security agreement supplement delivered pursuant to SECTION 6.12, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17"SECURITY AGREEMENT"), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) any certificates representing any certificated equity interests pledged therein, the Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and any instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens liens and security interests created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to any real property Collateral located the Security Agreement that the Administrative Agent may deem necessary or desirable in a “flood hazard area” in any Flood Insurance Rate Map published by order to perfect and protect the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: Liens created thereby, (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (zE) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as the insurance required by The National Flood Insurance Reform Act the terms of 1994 the Security Agreement, and (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or as otherwise required by Flood Insurance Regulations desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements) or reasonably requested that such actions will be taken by the Administrative Agent. (iv) such certificates an intellectual property security agreement, in substantially the form of resolutions or EXHIBIT F to the Security Agreement (together with each other actionintellectual property security agreement and IP Security Agreement Supplement delivered pursuant to SECTION 6.12, incumbency certificates and/or other certificates of Responsible Officers of in each case as amended, the "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), duly executed by each Loan Party as owning intellectual property registrations and applications, together with evidence that all action that the Administrative Agent may require reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Intellectual Property Security Agreement has been taken or will be taken by the Administrative Agent; (v) certified resolutions and incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer thereof of each Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer certified Organization Documents of each Loan Party attaching true and, where customary in such jurisdiction, certificates of valid existence, good standing and complete copies qualification or comparable certificates for such Person in each jurisdiction where the ownership, lease or operation of each properties or the conduct of such Loan Party’s Organization Documents as in effect on Person's business requires such qualification, except to the Closing Dateextent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinions opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇& ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning Lender and substantially in the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lenderform of EXHIBIT I-1 attached hereto; (viii) at least three (3) Business Days prior to copies of the Closing Dateopinion of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, all documentation and other information with respect to special counsel for the Loan Parties Company, and the Target (opinion of the Company's general counsel, each delivered in connection with the Merger, and its Affiliates), reliance letters which state that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior and the Lenders may rely on such opinions as if such opinions were addressed to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actthem; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (x) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower certifying that the conditions specified in SECTIONS 4.02(a) and (b) and SECTION 4.01(d), as of the initial Credit Extension, have been satisfied; (xi) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer or treasurer; (xii) the financial statements described in SECTIONS 5.05(a), (b), and (d), and the consolidated pro forma forecasts of the Borrower and its Subsidiaries prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lenders, including balance sheets, income statements and cash flow statements prepared on an annual basis for each fiscal year until the Maturity Date for the Term Facility; (xiii) a certificate of the chief financial officer of the Borrower certifying that (1) the Closing Date Pro Forma Adjusted EBITDA was not less than $185,000,000, (2) the ratio of Average Total Debt to Closing Date Pro Forma Adjusted EBITDA was not greater than 5.3:1.0 and (3) the financial statements and forecasts delivered pursuant to SECTION 4.01(a)(XII) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are reasonable in light of the then existing conditions; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents as specified in SECTION 6.07 has been obtained and is in effect, including certificates of insurance, effect and the Administrative Agent shall have received endorsements naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the assets and properties of the Loan Parties that constitutes Borrower and its Subsidiaries forming part of the Collateral; (xiixv) certified copies of each of the Related Documents duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request; (xvi) a confirmation satisfactory to the Administrative Agent of the consummation of the Merger from the Secretary of State of the State of Delaware; (xvii) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xviii) evidence that all unsecured Indebtedness of Holdings and its Subsidiaries (Aother than the Indebtedness set forth on SCHEDULE 7.02) has been or concurrently with the Closing Date is being terminated and evidence that the Existing Credit Agreement Secured Indebtedness has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under related to the Existing Credit Agreement Secured Indebtedness have been or concurrently with the Closing Date are being released and released; (Bxix) any Liens relating to evidence that all of the Target and any prior indebtedness of such Target immediately prior to the Acquisition Existing Notes have been terminated and released or concurrently with the Closing DateDate are being tendered for, and for each series of Existing Notes in an amount sufficient to obtain the consents required from the respective holders thereof to consummate the Transaction; (xiiixx) a certificate from evidence that the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting covenants with respect to the Solvency Existing ▇▇▇▇▇ Notes have been or concurrently with the Closing Date are being defeased in accordance with the Existing ▇▇▇▇▇ Notes Indenture and evidence that the Existing Sweetheart Notes Indenture has been satisfied and discharged and is of each Loan Party before no further force and after giving effect to the Transactions and the incurrence of the Indebtedness related theretoeffect; (xivxxi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form evidence that arrangements reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Lenders have been or concurrently with the Closing Date are being made as to the assumption by the Borrower or any other Loan Party or termination of the sale/leaseback transaction entered into pursuant to that certain Participation Agreement dated as of June 1, 2000 by and among certain Subsidiaries of the Company, respectively as lessee and guarantor thereunder, the owner participants party thereto from time to time and State Street Bank and Trust Company of Connecticut, National Association, as owner trustee (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made"SALE/LEASEBACK TRANSACTION"); and (xvxxii) evidence that (i) all such other assurances, certificates, documents, consents or opinions as the Administrative Agent, on behalf of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s SubsidiariesLenders, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documentsmay reasonably require. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any All fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Commitment Letter and the Fee Letter shall have been paid in full. (c) The Closing Date shall have occurred on or before March 31, 2004. (d) There shall not have occurred a change, occurrence or development that either individually or in the aggregate, could reasonably be expected to (1) have a material adverse effect on the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of (x) the Company and its subsidiaries, taken as a whole, since September 29, 2002, (y) Old Solo Cup and its subsidiaries, taken as a whole, since December 31, 2002, or (z) Holdings and its subsidiaries, taken as a whole, since the formation of Holdings, (2) adversely affect the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents or (3) adversely affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents; and there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Borrower or the Company, overtly threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or purports to affect the Transaction in any material respect or the ability of the Borrower or any other Loan Party to perform their respective obligations under the Loan Documents, or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction. (e) All governmental authorizations and all third-party consents and approvals necessary in connection with the Transaction shall have been paid obtained (including without the imposition of any conditions that are not reasonably acceptable to the Lenders), except for those filings and recordings to perfect the Liens pursuant to the Collateral Documents and which are contemplated to be made pursuant to SECTIONS 4.01(a) and 6.18, and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any Governmental Authority, and no Law shall be applicable in the reasonable legal fees). Without limiting the generality judgment of the provisions Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of Section 9.04the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, for purposes or to create any Lien on, any properties now owned or hereafter acquired by any of determining them. (f) The information contained in the Information Memorandum, as supplemented to the Closing Date, shall be complete and correct in all material respects, and no changes, occurrences or developments shall have occurred, and no information shall have been received or discovered that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) The Merger shall have been consummated prior to or simultaneously herewith substantially in accordance with the terms of the Merger Agreement, without any waiver or amendment not consented to in writing by the Required Lenders, of any term, provision or condition set forth therein (such consent not to be unreasonably withheld) or not otherwise contemplated thereby, and in compliance with all applicable requirements of Law. (h) The final terms and conditions of all agreements, instruments and documents related to the conditions specified in this Section 4.01, each Lender that has signed this Agreement Transaction shall be deemed to have consented to(i) as described in the Information Memorandum, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or and (ii) otherwise reasonably satisfactory to a Lender unless the Administrative Agent and the Lenders. (i) After giving effect to the Transaction, including all Credit Extensions made in connection therewith, on the Closing Date the amount by which the aggregate Revolving Credit Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations shall be no less than $100,000,000. (j) The Borrower shall have received notice at least (i) $325,000,000 in gross cash proceeds (prior to, among other things, any underwriting fees) from such Lender prior the sale of the Senior Subordinated Notes and (ii) $240,000,000 in gross cash proceeds from the issuance by Holdings of the Preferred Equity to the proposed Closing Date specifying its objection theretoVestar Capital Partners IV, L.P., a Delaware limited partnership, Vestar Cup Investment, LLC, a Delaware limited liability company and Vestar Cup Investment II, LLC, a Delaware limited liability company.

Conditions of Initial Credit Extension. The obligation obligations of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension Extensions hereunder is are subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note Notes executed by the Borrowers Borrower in favor of each Lender requesting a NoteNotes; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17Pledge and Security Agreement, each Security Document listed in duly executed by the Security ScheduleLoan Parties, together with, if applicable: (A) certificates representing the Equity Interests of any certificated equity interests Domestic Subsidiary pledged therein, pursuant to the Pledge and Security Agreement (to the extent such Equity Interests are certificated) accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Pledge and Security Documents;Agreement, (C) if requiredlien search results, dated as of a recent date prior to the initial Credit Extensions, together with copies of all effective Uniform Commercial Code financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” Pledge and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by Security Agreement that the Administrative Agent.Agent may deem necessary or desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing 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; (v) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents Lender and the transactions contemplated hereby as the Administrative Agent may request, addressed in form and substance satisfactory to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ixvii) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (viii) financial projections and forecasts prepared by management of the Borrower and reasonably satisfactory to the Administrative Agent, including consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries for the five year term of the Facilities; (ix) 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; (x) a duly completed Compliance Certificate as of the Initial Financial Statementslast day of the fiscal quarter of Equinix ended on September 30, 2014 (provided that the calculation of the Consolidated Net Lease Adjusted Leverage Ratio shall be on a pro forma basis after giving effect to (A) the Indebtedness incurred (x) hereunder and the use of proceeds thereof on the Closing Date and (y) pursuant to the 5.375% Senior Notes Due 2022 and the 5.750% Senior Notes Due 2025 and (B) the redemption of the 7.00% Senior Notes Due 2021)), signed by a Responsible Officer of the Borrower; (xi) pay-off statements and/or lien release authorizations from (A) the Existing Administrative Agent with respect to interest, fees and expenses under the Existing Credit Agreement and other Existing Loan Documents, and (B) such other secured parties of record shown on any of the financing statements referred to in subclause (iii)(C) above, to the extent such financing statements disclose Liens on the Collateral; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;; and (xiii) a certificate from the chief financial officer of each Loan Partysuch other assurances, in substantially the form of Exhibit G heretocertificates, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecastsdocuments, in form reasonably satisfactory to consents or opinions as the Administrative Agent and Agent, the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement L/C Issuer or the other Loan DocumentsRequired Lenders reasonably may require. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and Agent, the Left Lead Arranger or the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid, including, without limitation, any fees to Lenders as shall have been separately agreed upon in writing in the amounts so specified. (c) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (including directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable legal 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). (d) The Closing Date shall have occurred on or before December 29, 2014. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the date hereof (in the case of this Agreement) or 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 and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersNewpark; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in executed counterparts of the Security ScheduleAgreement, duly executed by each Borrower, together with, if applicable: (A) certificates certificates, if any, representing any certificated equity interests pledged therein, the Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated Financing Statements in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Borrower as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to any real property Collateral located the Security Agreement that the Administrative Agent may deem necessary or desirable in a “flood hazard area” order to perfect the Liens created thereby (unless the Security Agreement permits such action to be taken after the Closing Date), (E) the Account Control Agreements and the Securities Account Control Agreement (in any Flood Insurance Rate Map published each case, as defined in the Security Agreement) required pursuant to the Security Agreement and duly executed by the Federal Emergency Management Agency on which such Building appropriate parties, and (F) evidence that all other action that the Administrative Agent may deem necessary or Manufactured Mobile Home are located desirable in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of order to perfect the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance Liens created under the National Flood Insurance Program Security Agreement has been taken (including receipt of duly executed payoff letters, lien releases and (z) evidence of applicable flood insurance, if available, in each case in UCC-3 termination statements but excluding such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by action which the Administrative AgentSecurity Agreement permits to be taken after the Closing Date. (iv) IP Security Agreement Supplements, duly executed by each relevant Borrower, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement in intellectual property has been taken; (v) executed counterparts of mortgages covering the Real Estate listed on Schedule 4.01, together with the Related Real Estate Documents for all such Real Estate; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 such Loan Party Borrower is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party Borrower is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (viiviii) favorable opinions of (a) ▇▇▇▇ ▇▇▇▇▇▇, Esq., Newpark’s General Counsel as to corporate matters in respect of the Borrowers other than Dura-Base, (b) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan PartiesBorrowers, and (c) local Nevada counsel to Dura-Base as to corporate matters in respect of Dura-Base, each addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such the matters concerning the Loan Parties, Borrowers and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Required Lenders may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of signed by a Responsible Officer of the Parent Borrower either Newpark certifying (A) attaching copies of all consentsthat the conditions specified in Sections 4.02(a) and (b) have been satisfied, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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 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 Availability as of the Closing Date is no less than $37,500,000 and containing the calculation of such consents, licenses or approvals are so required;Availability in reasonable detail and satisfactory to the Administrative Agent. (x) financial projections of Newpark and its Subsidiaries on a consolidated basis prepared by management of Newpark, including consolidated balance sheets and statements of income or operations and cash flows of Newpark and its Subsidiaries on an annual basis for each of Newpark’s fiscal years 2016 through 2019, in form and substance reasonably satisfactory to the Initial Financial StatementsAdministrative Agent, along with unaudited, consolidated interim financial statements for Newpark as of a date not more than 30 days prior to the Closing Date; (xi) certificates attesting to the Solvency of each Borrower before and after giving effect to the entering into of this Agreement and any repayment or incurrence of Indebtedness on the Closing Date and the payment of fees and expenses in connection therewith, from the chief financial officer of Newpark; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as lender loss payee and as an additional insured, as the case may bepayee, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date;; and (xiii) a certificate from such other assurances, certificates, documents, consents, approvals or opinions as the chief financial officer of each Loan PartyAdministrative Agent, in substantially the form of Exhibit G heretoL/C Issuers, attesting the Swing Line Lenders or any Lender reasonably may require and are identified at least three Business Days prior to the Solvency of each Loan Party before and after giving effect date that all other conditions set forth in this Section 4.01, except the appraisal referred to the Transactions and the incurrence of the Indebtedness related thereto;in clause (e) below, shall have been satisfied. (xivi) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arranger on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with shall have been paid. (c) Unless waived by the Fee Letter Administrative Agent, Newpark 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 one Business Day prior to 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 any to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Newpark and the Administrative Agent). (d) All Loans outstanding under the Prior Credit Agreement, if any, shall have been repaid, and all accrued but unpaid interest, commitment fees, and other Loan Document amounts outstanding thereunder shall have been paid in full. (e) The Administrative Agent’s receipt of a satisfactory appraisal of the Borrowers’ Inventory; provided, however, that if all conditions to closing other than the foregoing condition have been satisfied, the delivery of such appraisal will instead be a post-closing covenant. (f) The Administrative Agent’s satisfactory completion of its due diligence, including such collateral reviews, field examinations, audits, appraisals, assessments and other reviews by the Administrative Agent or third parties, as the Administrative Agent deems appropriate and as are customary for similar transactions. (g) All consents, licenses, approvals, waivers, acknowledgements and other agreements required in connection with the execution, delivery and performance by such Borrower, and the validity against such Borrower, of the Loan Documents to which it is a party shall be in full force and effect. (h) The Administrative Agent shall have received from each Borrower all documentation (including reasonable legal fees)background checks) and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) 's receipt of the following, each of which shall be originalsoriginals or either copies transmitted by electronic transmission or telecopies (followed, telecopier or electronic copies (followed in each case, promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in executed counterparts of the Security ScheduleDocuments, together with, if applicable: (A) certificates representing any certificated equity interests the Equity Interests pledged thereinpursuant to the Security Documents, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt any indebtedness pledged thereinthereunder, if any, all indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or reasonably desirable in order to perfect the liens and security interests created under the Security Documents covering the Collateral described in the Security Documents, (C) completed lien searches, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party or any Subsidiary of any Loan Party as debtor, together with copies of such other financing statements, (D) such evidence as the Administrative Agent may reasonably require that the Mortgages encumber Hydrocarbon Interests representing at least 80% of the total value of the proved developed reserves attributable to the Oil and Gas Properties and 80% of the total value of the proved undeveloped reserves attributable to the Oil and Gas Properties, in each case, as valued based on the Reserve Report delivered pursuant to Section 4.01(p) below, and (E) evidence that all other action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens liens and security interests created under the Security Documents has been completed (other than the filings referred to in the circumstances and to the extent required under such Security Documentclause (B) above), covering the Collateral of the Loan Parties described in the Security Documents; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iv) such certificates of resolutions or other action, an incumbency certificates and/or other certificates of certificate executed by the Responsible Officers Officer(s) 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 each Loan Documents Document to which such Loan Party is a party; (v) copies, certified by the Secretary or Assistant Secretary (or other appropriate Responsible Officer) of the applicable Loan Party, of all resolutions and other appropriate authorizing actions taken by or on behalf of each Loan Party authorizing and approving the execution, delivery and performance of all Loan Documents to which such documentsLoan Party is a party, agreements which resolutions or authorizing actions have not been revoked, modified, amended or rescinded and certifications are in full force and effect as of the Closing Date; (vi) such Organizational Documents, certified by the Secretary or Assistant Secretary (or other appropriate Responsible Officer) of the applicable Loan Party, and/or certificates of good standing or similar certificates or instruments as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor is validly existing, in good standing and (if applicable) qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporation; (vi) such certificates signed by except to the extent that failure to do so could not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Effect; (vii) a favorable opinions legal opinion of (A) Fulbright & J▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPL.L.P., counsel to the Loan PartiesParties and (B) appropriate local counsel, each addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all material consents, licenses and approvals required to be obtained by any Loan Party in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (xix) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) a calculation of the pro forma Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, giving pro forma effect to the Transaction; and (C) a calculation of the proforma Collateral Coverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, giving pro forma effect to the Transaction; (xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;; and (xiixi) evidence that (A) 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 released; (b) The Lenders shall have received, in form and substance satisfactory to each of them, such financial, business and other information regarding each of the Borrower, Remington, and their respective Subsidiaries and businesses as they shall have requested, including, if so requested, information as to possible contingent liabilities, tax matters, collective bargaining agreements, compensation and retention agreements with the management of Remington, and other arrangements with employees, the annual audited financial statements of the Borrower and its Subsidiaries and Remington and its Subsidiaries for the fiscal years ended 2001, 2002, 2003, 2004, and 2005; (Bc) any Liens relating The following shall have occurred: (i) All conditions precedent to the Target and any prior indebtedness of such Target immediately prior to the Remington Acquisition shall have been terminated and released been, or shall be concurrently with the Closing Date, satisfied or waived in accordance with the terms of the Remington Merger Agreement (other than the deposit of the cash portion of the Aggregate Merger Consideration with the Exchange Agent (as such terms are defined in the Remington Merger Agreement), which deposit shall be made concurrently with the making of the initial Credit Extensions hereunder and, concurrently with the making of the Credit Extensions hereunder, the Remington Acquisition shall be consummated in all material respects in accordance with the terms of the Remington Merger Agreement (which shall not have been amended, supplemented, or otherwise modified in any material respect, or any material condition therein waived without the prior written consent of the Lenders) and in compliance in all material respects with the applicable law and regulatory approvals; (xiiiii) a certificate from The Administrative Agent shall have received evidence that the chief financial officer Second Amended and Restated Credit Agreement dated as of each Loan PartySeptember 9, in substantially 2005, among Remington, the form of Exhibit G heretolenders party thereto, attesting to and Fortis Capital Corp., as administrative agent, has been or concurrently with the Solvency of each Loan Party before Closing Date is being terminated and after giving effect to all Liens securing obligations under such agreement have been or concurrently with the Transactions and the incurrence of the Indebtedness related theretoClosing Date are being released; (xiviii) The Administrative Agent shall have received, or shall receive substantially concurrently, certified copies of a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably merger or other confirmation satisfactory to the Administrative Agent and of the Lenders, consummation of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing Remington Acquisition in accordance with the first fiscal year following laws of the Closing Date for the term State of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; andDelaware. (xvd) evidence that The Lenders shall be reasonably satisfied (i) all with the pro forma capital and ownership structure and the shareholder arrangements of the general partnership interests in Borrower and each of the Parent Guarantors, including, without duplication of any other requirement of this Section 4.01, the charter and bylaws of the Borrower shall be owned by the General Partner and each such Guarantor and each agreement or instrument relating thereto, and (ii) all ownership interests that the common equity issuance by the Borrower in exchange, in part, for the equity securities of Remington, comprising part of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan DocumentsAggregate Merger Consideration has occurred. (be) Other than There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of Remington and its Subsidiaries, taken as set forth on Schedule 4.01a whole, since December 31, 2005; (f) The Lenders shall have received certification as to the financial condition and Solvency of the Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby, no third-party by the Remington Merger Agreement and the incurrence of indebtedness for borrowed money related thereto) from the chief financial officer of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement.appropriate entities; (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (ig) The Transactions Lenders shall have been consummated in accordance received satisfactory title opinions with respect to the Acquisition Agreement, the other Acquisition Documents and other Transaction DocumentsMortgaged Properties, and such other evidence that may be reasonably requested by the Administrative Agent with respect to other Oil and Gas Properties, as to the status of title to the Oil and Gas Properties of the Borrower and its Subsidiaries; (h) Receipt of all consents and approvals of Governmental Authorities, shareholders and third parties (including H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance) and approvals necessary in connection with the Remington Acquisition Agreement, and the other Acquisition Documents related financings and other Transaction Documents shall not have been alteredtransactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could restrain, amended prevent or otherwise changed impose any material adverse conditions on the Borrower, Remington, or supplemented their Subsidiaries or such transactions or that could seek or threaten any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable.foregoing; (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (fi) The Administrative Agent shall have received a certificate signed be satisfied that all Loans made by a Responsible Offer the Lenders to the Borrower shall be in full compliance with the Federal Reserve's margin regulations; (j) The Administrative Agent shall be reasonably satisfied that the amount of committed financing available to the Borrower and its Subsidiaries shall be sufficient to meet the reasonably expected ongoing financial needs of the Parent Borrower on behalf of itself and the other Loan Parties as its Subsidiaries after giving effect to the matters set forth in clauses (c), (d) Transaction and (e). (g) Total Outstandings there shall be no greater less than $250,000,000 100 million of availability under the Revolving Credit Facility as of the Closing Date, after giving effect to the Transactions Remington Acquisition and all Borrowings made and Letters of Credit Extensions issued (or deemed issued) under this Agreement the Revolving Credit Facility on such date. The Administrative Agent shall be satisfied with the amount, terms, conditions and holders of all intercompany indebtedness and all Indebtedness and other material liabilities owing to third parties to be outstanding on and after the Closing Date; (k) The Lenders shall be reasonably satisfied with all applicable environmental information. (hl) The Lenders shall be reasonably satisfied that (i) the Borrower and its Subsidiaries (including Remington) will be able to meet its obligations under all employee and retiree welfare plans as they are reasonably expected to accrue and mature, (ii) the employee benefit plans of the Borrower and its ERISA Affiliates (including Remington) are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no "reportable event" (as defined in Section 4043(c) of ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a liability that is material to the Borrower and its Subsidiaries taken as a whole (giving effect to the Transactions); (m) The Lenders shall have received and shall be satisfied with a pro forma consolidated balance sheet, income statement and cash flow statement for the Borrower and Remington on a combined basis as of March 31, 2006; (n) The Lenders shall have received pro forma forecasts prepared by management of the Borrower, each in form and substance satisfactory to the Lenders and based upon such assumptions, information, qualifications and other matters as Borrower's management may have reasonably relied in good faith (including financial information regarding Remington and its Subsidiaries provided to it), of consolidated balance sheets, income statements and cash flow statements of the Borrower and Remington on a combined basis, on a quarterly basis for the Borrower's 2006 fiscal year, and on an annual basis for each of the Borrower's fiscal years 2007 through and including 2010; (o) The Facilities shall have received ratings from M▇▇▇▇'▇ and S&P; (p) The Lenders shall have received an engineering reserve report relating to the proved reserves attributable to the Oil and Gas Properties of each of the Borrower and its Subsidiaries and Remington and its Subsidiaries, prepared by independent petroleum engineers as of December 31, 2005, in the form and substance (in all material respects) as prescribed of such Reserve Reports by Section 6.02(f)(i), and asset appraisals of vessels, remotely operated vehicles, and trenchers, and such other reports, audits or certifications as the Administrative Agent may reasonably and timely request; (q) The Lenders shall have received, in form and substance reasonably satisfactory to them, information regarding the Borrower's, Remington's, and their respective Subsidiaries' commodity hedging programs, including a summary of the current commodity hedging positions of such entities; (r) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders, 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 and timely request; (s) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid unless the receipt thereof on or before the Closing Date is or has been waived by the recipient thereof; (including t) The Borrower shall have paid all reasonable legal fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced in a reasonably detailed statement and received by the Borrower prior to or at a reasonable time on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable 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); and (u) The Closing Date shall have occurred on or before August 31, 2006. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, except to the extent such conditions are subject to Section 6.19: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17Guarantee and Collateral Agreement, duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Stock referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt Securities indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated proper Financing Statements in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Guarantee and Collateral Agreement, covering the Collateral described in the Guarantee and Collateral Agreement, (C) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Guarantee and Collateral Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Account Control Agreements required pursuant to the terms of the Guarantee and Collateral Agreement with respect to each such deposit account and securities of the Loan Parties duly executed by the appropriate parties, (F) a Perfection Certificate with respect to each Loan Party; and (G) evidence that all other action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents Guarantee and Collateral Agreement has been taken (in the circumstances including receipt of duly executed payoff letters, UCC-3 termination statements and to the extent required under such Security Documentlandlords’ and bailees’ waiver and consent agreements), covering the Collateral of the Loan Parties described in the Security Documents; (Civ) if requireddeeds of trust, with respect trust deeds, deeds to any real property Collateral located secure debt and mortgages, in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” form and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as substance reasonably satisfactory to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if availableAdministrative Agent, in each case with respect to each Mortgaged Property (and each other mortgage delivered pursuant to Section 6.12 and Section 6.15, in such formeach case as amended, the “Mortgages”), together with evidence that all other action that the Administrative Agent may deem necessary in order to create valid first and subsisting Liens, subject to Permitted Real Estate Liens, on such terms and in such amounts as required the Mortgaged Property has been taken; (v) the IP Security Agreement with respect to each Loan Party’s IP Rights, duly executed by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by each Loan Party, together with evidence that all action that the Administrative Agent.Agent may deem necessary in order to perfect the Liens created under the IP Security Agreement has been taken; (ivvi) 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viviii) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Bird LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to covering such matters concerning the Loan Parties, relating to the Loan Documents and the transactions contemplated hereby Transactions as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been Required Lenders shall reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ix) a certificate of a Responsible Officer of the Parent Borrower Parent, on behalf of each Loan Party, either (Ax) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transactions and the execution, delivery and performance by any such Loan Party and the validity against any 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 (By) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Initial 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 StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (xi) a business plan and budget of Parent and its Subsidiaries on a consolidated basis, including forecasts prepared by management of Parent, of consolidated balance sheets and statements of income or operations and cash flows of Parent and its Subsidiaries on an annual basis for each fiscal year through December 28, 2016; (xii) a certificate attesting to the Solvency of each Loan Party before and after giving effect to the Transactions, from the chief financial officer of Parent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixiv) evidence that (A) all Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement has been or concurrently with is being repaid in full, all commitments under the Closing Date is Existing Credit Agreement are being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiiixv) a certificate documentation and other information from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions Borrower and the incurrence other Loan Parties requested by the Administrative Agent in order to comply with requirements of the Indebtedness related thereto;PATRIOT Act; and (xivxvi) a certificate from a Responsible Officer of such other assurances, certificates, documents, consents or opinions as the Parent Borrower Administrative Agent, the L/C Issuer or any Lender reasonably may require. (Ai) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arrangers on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders 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 prior to or on the Closing Date, plus such additional reasonable 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). (d) All of the information made available to the Administrative Agent prior to the Closing Date shall be complete and correct in accordance with all material respects; and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Fee Letter Administrative Agent or the Lenders regarding Loan Parties that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities or any other Loan Document shall have been paid (including reasonable legal fees)aspect of the Transactions. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction (subject to Section 6.21) of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementGuaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the Liens first priority liens and security interests created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredevidence of the insurance required by the terms of the Security Agreement, with respect and (D) evidence that all other action that the Administrative Agent may deem necessary in order to any real property Collateral located perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as form satisfactory to the existence Administrative Agent and covering the properties listed on Schedule 4.01(a)(iv) (together with the Assignments of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program Leases and (z) evidence of applicable flood insurance, if availableRents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in such form, form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary in order to create a valid first and subsisting Lien on such terms the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and in such amounts as that all filing and recording taxes and fees have been paid, (B) evidence of the insurance required by The National Flood Insurance Reform Act the terms of 1994 or the Mortgages, and (C) evidence that all other action that the Administrative Agent may deem necessary in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (v) an intellectual property security agreement, in substantially the form of Exhibit H hereto (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as otherwise required amended, the “Intellectual Property Security Agreement”), duly executed by Flood Insurance Regulations or reasonably requested each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Intellectual Property Security Agreement has been taken; (vi) a pledge agreement, in substantially the form of Exhibit J hereto (the “German Law Pledge Agreement”), duly executed by the applicable Loan Party, together with evidence that all action that the Administrative Agent.Agent may deem necessary in order to perfect and protect the first priority liens and security interests created thereunder has been taken; (ivvii) 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 such Loan Party is a party or is to be a party; (vviii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viix) such certificates signed by a Responsible Officer favorable opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (viia) favorable opinions of ▇J▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative AgentAgent and each Lender, in substantially the Collateral form of Exhibit I and (b) other special counsel to the Loan Parties in Tennessee, South Dakota, Minnesota and Nevada, addressed to Administrative Agent and each Lender, as to such the matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as that the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lenderdeem necessary; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ixx) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (xxi) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (xixii) a certificate signed by a Responsible Officer of the Borrower certifying (A) 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; (B) that the (1) Total Leverage Ratio is not greater than 5.60:1.0 and (2) ratio of all Credit Extensions to Consolidated EBITDA for the period of the four Fiscal Quarters most recently ended is not greater than 2.80:1.0, in each case under clauses (1) and (2), as calculated as of the Closing Date on a pro-forma basis giving effect to the Transaction with supporting calculations in reasonable detail; (C) that the pro forma financial statements delivered pursuant to clause (xii)(D) below and the forecasts delivered pursuant to clause (xii)(E) below were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the then existing conditions; and (D) as to the Solvency of each Loan Party before and after giving effect to the Transaction; (xiii) such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have requested, including, without limitation, (A) information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with employees, (B) the Audited Financial Statements, (C) interim financial statements dated the end of the most recent Fiscal Quarter for which financial statements are available (or, in the event the Lenders’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the initial Credit Extension), (D) pro forma financial statements as to Holdings and its Subsidiaries giving effect to the Transaction for the most recently completed fiscal year and the period commencing with the end of the most recently completed fiscal year and ending with the most recently completed fiscal month and (E) forecasts prepared by management of the Borrower, in form and substance satisfactory to the Lead Arranger and the Lenders, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the day of the initial Credit Extension and on an annual basis for each year thereafter until the Maturity Date of the Term Facility; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, and endorsements naming the Collateral Administrative Agent, on behalf of and for the benefit of the Lenders, as loss payee and as an additional insuredinsured or loss payee, as the case may be, under all such insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateralpolicies; (xiixv) certified copies of a certificate of merger or other confirmation satisfactory to the Administrative Agent of the consummation of the Merger from the Secretary of States of Delaware and Minnesota; (xvi) certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance satisfactory to the Administrative Agent, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; (xvii) a Notice of Borrowing and, if applicable, Notice of Issuance, relating to the initial Credit Extension; (xviii) evidence that (A) 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 Agreements have been or concurrently with the Closing Date are being released terminated and (B) any all Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition securing obligations thereunder have been terminated and released or concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when madeare released; and (xvxix) evidence that (i) all of such other assurances, certificates, documents, consents or opinions as the general partnership interests in Administrative Agent, the Parent Borrower shall be owned by L/C Issuer, the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower Swing Line Lender or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan DocumentsLender reasonably may require. (b) Other than as set forth All fees required to be paid on Schedule 4.01or before the Closing Date shall have been paid. (c) There shall exist no action, after giving effect to the transactions contemplated herebysuit, no third-party indebtedness for borrowed money of the Parent Borrower investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred pending or permitted pursuant to this Agreement. threatened before any Governmental Authority or arbitrator that (ci) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, likely to have an Acquisition a Material Adverse Effect, (ii) purports to affect the Transaction or any portion thereof or the ability of the Borrower or any other Loan Party to perform their respective obligations under the Loan Documents, or (iii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction. (d) (i) The Transactions All governmental authorizations and all third party consents and approvals necessary in connection with the Transaction shall have been consummated obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in accordance effect; all applicable waiting periods in connection with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documentsshall have expired without any action being taken by any Governmental Authority, and such Acquisition Agreement, no Law shall be applicable in the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waivedjudgment of the Lenders, in each casecase that restrains, in a manner that is prevents or imposes materially adverse to conditions upon the Lenders without Transaction or the prior written consent rights of the Lenders and (ii) the Parent Borrower shall have received additional proceeds Loan Parties or their Subsidiaries freely to include at least $700,000,000 in cash proceeds from a combination transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicablethem. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations Merger shall be true and correct on and as have been consummated strictly in accordance with the terms of the Closing DateMerger Agreement, without any waiver or amendment not consented to by the Lenders of any term, provision or condition set forth therein, and in compliance with all applicable requirements of Law. (f) The Administrative Agent Borrower shall have received a certificate signed by a Responsible Offer $165,000,000 in gross proceeds from the sale of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e)Subordinated Notes. (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document The Reorganization shall have been paid (including reasonable legal fees)consummated. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender in its sole discretion: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note term note executed by the Borrowers Borrower in favor of each the Lender requesting a in the form of Exhibit D (the “Term Note”); (iii) a pledge and security agreement, in substantially the form of Exhibit E-1 (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.14 or 7.03(g), in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed in blank;[intentionally omitted], (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated proper Financing Statements in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to any real property Collateral located the Security Agreement that the Lender may deem necessary or desirable in a “flood hazard area” in any Flood Insurance Rate Map published order to perfect the Liens created thereby, (E) control agreements for deposit accounts, securities accounts and commodities accounts maintained by the Federal Emergency Management Agency Loan Parties (other than those maintained with the Lender and except for the Fifth Third Account), as the Lender may reasonably request, and duly executed by the appropriate parties, (F) evidence that all other action that the Lender may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the separate Deeds of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, in substantially the form of Exhibit E-2 (with such changes as may be satisfactory to the Lender and its counsel to account for local law matters) and covering the properties identified to be mortgaged on which such Building or Manufactured Mobile Home are located in a “flood hazard area” Schedules 5.08(c) and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (xd)(i) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) each other mortgage delivered in connection with the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if availableLoan Documents, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in such formform suitable for filing or recording in all filing or recording offices that the Lender may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Lender for the benefit of the Secured Parties and that all filing, on such terms documentary, stamp, intangible and recording taxes and fees have been paid, (B) separate, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies for each of the Borrower’s Owned Real Properties (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Lender (which amounts shall not be less than the Term Loan Commitment), issued, coinsured and reinsured by title insurers acceptable to the Lender, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such amounts other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Lender may deem necessary or desirable, (C) the Lender’s evaluation and acceptance in its reasonable discretion of the environmental condition of the Borrower’s Owned Real Properties based on (1) the Borrower’s completion of an environmental questionnaire provided by the Lender, and (2) a “no change” letter from the professional firm performing the surveys on the Borrower’s Owned Real Properties, (D) certified copies of each of the existing lease agreements for the Borrower’s Owned Real Properties (collectively, the “Real Property Lease Agreements”), (E) [intentionally omitted], (F) agreements of subordination, nondisturbance and attornment for each of the Borrower’s Owned Real Properties by and among the Lender and each existing landlord and tenant at such properties, (G) [intentionally omitted], (H) evidence that all taxes currently due on the Borrower’s Owned Real Property have been paid, (I) rent roll for all of the Borrower’s Owned Real Properties, certified by a Responsible Officer of the Borrower, (J) evidence of the insurance required by The National Flood Insurance Reform Act the terms of 1994 the Mortgages, (K) the Lender has determined that there have been no material changes to the valuation amounts or as otherwise required by Flood Insurance Regulations or reasonably requested by underlying facts set forth in the Administrative Agentpreviously provided FFIRREA appraisals of each of the properties described in the Mortgages. (ivL) evidence that all other action that the Lender may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages (subject to Permitted Encumbrances) has been taken (M) confirmation from the Lender that the condition and nature of the Collateral consisting of the Borrower’s Owned Real Properties are acceptable; (v) [intentionally omitted]; (vi) such certificates of resolutions or other comparable action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor is the other Loan Parties are validly existing, in good standing and qualified to engage in business in its each jurisdiction where their respective ownership, lease or operation of organizationproperties or the conduct of business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viviii) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions opinion of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters set forth in Exhibit G-1 and such other matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Lender may reasonably request; (ix) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, local counsel to the Loan Parties in California, addressed to the Administrative AgentLender, as to the Collateral Agent matters set forth in Exhibit G-2 and each Lendersuch other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request; (viiix) at least three (3) Business Days prior to the Closing Datea favorable opinion of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, all documentation and other information with respect regulatory counsel to the Loan Parties and the Target (and its Affiliates)▇▇▇▇▇ College regarding DOE regulatory matters, that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior addressed to the Closing Date that it Lender, as to the matters set forth in Exhibit G-3 and such other matters concerning the Loan Parties and ▇▇▇▇▇ College and the Loan Documents as the Lender may reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ixxi) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transactions and the execution, delivery and performance by any such Loan Party and the validity against any 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; (xxii) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower, the other Loan Parties and ▇▇▇▇▇ College 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 most recent financial statements delivered to the Lender that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xixiii) an information certificate regarding the Collateral of each Loan Party signed by a Responsible Officer of each Loan Party (the “Collateral Information Certificate”); (xiv) certificates attesting to the Solvency of the Loan Parties, taken as a whole, before and after giving effect to the Transactions, from Holdings’ chief financial officer; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral AgentLender, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixvi) certified copies of each of the material Related Documents and Summit Purchase Documents, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Lender shall request; (xvii) evidence that the sale of the Existing Loans to AHI pursuant to the Loan Purchase Agreement is ready upon the making of the initial Credit Extension by the Lender; (xviii) evidence that all actions of the Merger are ready to be taken promptly upon consummation of the Credit Extension contemplated hereby and the acquisition of the Existing Loans by AHI; (xix) the Lender is satisfied with the arrangements of the (A) the refinancing, payoff and termination of the Existing Credit Agreement has been Loans, and (B) the termination of all related liens and encumbrances on assets of Loan Parties and their affiliates securing such Existing Loans; (xx) evidence that the Existing Loan Documents have been, or concurrently with the Closing Date is being are being, terminated and all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released and being, released; and (Bxxi) any Liens relating such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require. (b) All fees required to be paid to the Target Lender, including, without limitation, the Upfront Fee, the Breakup Fee, and any prior indebtedness fees associated with the appraisals of the Borrower’s Owned Real Property, on or before the Closing Date shall have been paid. (c) Unless waived by the Lender, the Borrower shall have paid all fees, charges and disbursements of counsel to the Lender (directly to such Target immediately counsel if requested by the Lender) to the extent invoiced prior to the Acquisition have been terminated and released concurrently with 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 Lender). (xiiid) a certificate from the chief financial officer of each Loan Party, The Escrow Agreement. (e) The Disbursement and Fee Statement in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date.H. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself Merger Agreement and the other Loan Parties as certificate of merger shall be in form and substance acceptable to the matters set forth in clauses (c)Lender, (d) and (e). (g) Total Outstandings the certificate of merger shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, ready 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 filing with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless and acceptance by, the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDelaware Secretary of State’s Office.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or the Collateral Trustee’s on behalf of the Administrative Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent Agent, the Collateral Trustee (if applicable) and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementGuaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered from time to time after the extent not identified Closing Date pursuant to Section 6.12, in each case as a post-closing obligation on Schedule 6.17amended, the “Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Equity Interests referred to therein (if such Pledged Equity Interests are certificated) accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared authorized for filing on or before the day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent or the Collateral Trustee may deem necessary or advisable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, together with evidence reasonably satisfactory to the Administrative Agent that such financing statements have been filed on or before the Closing Date, (C) if requiredcompleted Uniform Commercial Code lien search reports, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) the deposit account control agreements and securities account control agreements required to be delivered in accordance with the Security Agreement duly executed by the appropriate parties, (E) copies of each Material Contract that is assigned to the Collateral Trustee pursuant to the Security Agreement, together with a consent to each such assignment in form and substance reasonably acceptable to the Administrative Agent and the Collateral Trustee duly executed by each party to such Material Contracts other than the Loan Parties, and (F) evidence that all other actions, recordings or filings that the Administrative Agent may deem necessary or advisable in order to perfect the Liens created under the Security Agreement has been taken; (iv) deeds of trust, trust deeds, deeds to secure debt, mortgages, ship mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the forms of Exhibits ▇-▇, ▇-▇, ▇-▇ and H-4 (with such changes as may be satisfactory to the Administrative Agent and the Collateral Trustee and their counsel to account for local law matters) and covering the Mortgaged Properties (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered from time to time pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent or the Collateral Trustee may deem necessary or advisable in order to create a valid first and subsisting Lien (subject to Permitted Encumbrances and other Liens permitted under the Loan Documents) on the property described therein in favor of the Collateral Trustee for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for zoning of the applicable property and such coverage for mechanics’ and materialmen’s Liens as is acceptable to the Administrative Agent) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or advisable, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before the day of the initial Credit Extension, certified to the Collateral Trustee and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent and the Collateral Trustee by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent and the Collateral Trustee, showing all buildings and other improvements, the location of any recorded or visible easements, parking spaces, recorded or visible rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent and the Collateral Trustee, (D) estoppel and consent agreements executed by each of the lessors of the Mortgaged Properties, along with (1) a memorandum of lease in recordable form with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published such leasehold interest, executed and acknowledged by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each owner of the following: affected real property, as lessor, or (x2) standard flood hazard determination forms evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or advisable, in the Administrative Agent’s and the Collateral Trustee’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) such leasehold interest was acquired or subleased from the Parent Borrower as to the existence holder of a special flood hazard and, if applicablerecorded leasehold interest, the unavailability of flood hazard insurance under the National Flood Insurance Program applicable assignment or sublease document, executed and (z) evidence of applicable flood insurance, if availableacknowledged by such holder, in each case in form sufficient to give such form, on such terms constructive notice upon recordation and otherwise in such amounts as form reasonably satisfactory to the Administrative Agent and the Collateral Trustee, (E) evidence of the insurance required by The National Flood Insurance Reform the terms of the Mortgages, (F) an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by 1989, which appraisals shall be from a Person acceptable to the Lenders, and (G) evidence that all other action that the Administrative Agent.Agent or the Collateral Trustee may deem necessary or advisable in order to create valid first and subsisting Liens (subject to Permitted Encumbrances and other Liens permitted under the Loan Documents) on the property described in the Mortgages has been taken; (ivv) an intellectual property security agreement, in substantially the form of Exhibit I (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered from time to time pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent or the Collateral Trustee may deem necessary or advisable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) an equity pledge agreement, in substantially the form of Exhibit J (the “Equity Pledge Agreement”), duly executed by Holdings and the Borrower, and certificates representing all of the Equity Interests in Borrower (if such Equity Interests are certificated) accompanied by undated stock powers executed in blank, together with evidence that all other actions that the Administrative Agent or the Collateral Trustee may deem necessary or advisable in order to perfect the Liens created under the Equity Pledge Agreement has been taken, including without limitation, copies of proper financing statements, duly authorized for filing on or before the day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent or the Collateral Trustee may deem necessary or advisable in order to perfect the Liens created under the Equity Pledge Agreement, covering the Collateral described in the Equity Pledge Agreement, together with evidence reasonably satisfactory to the Administrative Agent that such financing statements have been filed on or before the Closing Date; (vii) a collateral trust agreement, in substantially the form of Exhibit K (the “Collateral Trust Agreement”), duly executed by Holdings, each Loan Party, the Collateral Trustee and the Senior Secured Notes Trustee; (viii) 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 such Loan Party is a party or is to be a party; (vix) such documents, agreements documents and certifications as the Administrative Agent may reasonably require certifying as to evidence the accuracy and completeness of Holdings’ and each Loan Party’s Organization Documents and evidencing that Holdings and each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Holdings and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organizationformation and each other jurisdiction where its ownership, formation lease or incorporationoperation 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; (vix) a favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to Holdings and the Loan Parties, addressed to the Administrative Agent and each Lender, and addressing such certificates signed by a Responsible Officer of each matters concerning Holdings, the Loan Party attaching true Parties and complete copies of each such the Loan Party’s Organization Documents as in effect on the Closing DateLenders may reasonably request; (viixi) a favorable opinions opinion of ▇▇▇▇▇▇▇▇ Carano Wilson LLP, local counsel to Holdings and the Loan Parties in Nevada, addressed to the Administrative Agent and each Lender, and addressing such matters concerning Holdings, the Loan Parties and the Loan Documents as the Lenders may reasonably request; (xii) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, local counsel to the Loan PartiesParties in Louisiana, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to and addressing such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Lenders may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ixxiii) a certificate of a Responsible Officer or the secretary of the Parent Borrower either each Loan Party, (A) attaching copies of either (x) stating that such Loan Party has received all Permits, consents (including governmental, shareholder and third party consents), licenses (including Gaming Licenses) and approvals required necessary or advisable in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by any such Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a party, and such Permits, consents (including governmental, shareholder and third party consents), licenses (including Gaming Licenses) and approvals shall be are in full force and effecteffect and attaching evidence of the foregoing as reasonably requested by the Administrative Agent, or (y) stating that no such Permits, consents (including governmental, shareholder and third party consents), licenses (including Gaming Licenses) and approvals are so required and (B) stating that all applicable waiting periods (if any) have expired without any action being taken by any Governmental Authority that could reasonably restrain, prevent or impose any material adverse conditions on the Loan Parties or the Transactions or that could reasonably seek or threaten any of the foregoing and no Law is applicable which could have such consentseffect; provided that, licenses or approvals are so requirednotwithstanding the foregoing, receipt by the Borrower of approval of the Nevada Gaming Commission to the pledge of the Equity Interests in the Borrower by Holdings pursuant to the Equity Pledge Agreement shall not be a condition to closing; provided that, the Borrower shall have submitted an application for approval of the same along with all other information requested by the appropriate authorities; (xxiv) a certificate signed by a Responsible Officer of the Initial 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 StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xixv) (A) pro forma consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Transactions and (B) a business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the first two years following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement; (xvi) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer; (xvii) a Phase I environmental assessment report from an environmental consulting firm of nationally recognized standing, which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with any properties of the Borrower or any of its Subsidiaries, and the Lenders shall be reasonably satisfied with the nature and amount of any such matters and with the Borrower’s plans with respect thereto; (xviii) copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries as the Administrative Agent shall reasonably request; (xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral AgentTrustee, on behalf of the LendersSecured Parties, as loss payee and as an additional insuredinsured 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; (xiixx) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer copies of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecastsSenior Secured Note Documents, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned duly executed by the General Partner and (ii) parties thereto, together with all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiariesagreements, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents instruments and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, documents delivered in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, connection therewith as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to reasonably request; (xxi) a duly completed Compliance Certificate as of the proposed Closing Date specifying its objection thereto.last day of the fiscal quarter of the Borrower ended March 31, 2011, signed by chief executive officer, chief financial

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder of the Term Loans on the Closing Date is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies facsimiles or.pdf files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty party thereto, each dated as of the Closing Date (or, in the case of certificates of governmental officialsofficials or resolutions, 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 (A) this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to (B) the Administrative AgentIntercompany Subordination Agreement, (C) a Guaranty from each Guarantor and (D) the Collateral Agent, each Lender and the BorrowersIntercreditor Agreement; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note[Reserved]; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security ScheduleAgreement, duly executed by each Loan Party, together with, if applicable: (A) subject to Section 6.11, certificates representing any certificated equity interests pledged therein, the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredevidence that all other actions, recordings and filings of or with respect to any real property Collateral located the Security Agreement that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as manner reasonably satisfactory to the existence Administrative Agent (including, without limitation, receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements), and (D) a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in Perfection Certificate duly executed by each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent.Loan Party; (iv) each Intellectual Property Security Agreement, duly executed by each Loan Party, together with evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary in order to perfect and protect the Liens created under the Intellectual Property Security Agreement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such customary 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 such Loan Party is a party or is to be a party; (vvi) such documents, agreements documents and certifications (including, without limitation, OrganizationalOrganization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, existing and in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Dateformation; (vii) favorable opinions an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agenteach Secured Party, the Collateral Agent in form and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender; (viii) an opinion of local counsel in Ohio for the Loan Parties, addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent; and (ix) a Committed Loan Notice relating to the initial Credit Extension. (b) The Notes Refinancing shall be consummated substantially concurrently with the initial funding of the Term Loan. (c) The Administrative Agent shall have received a solvency certificate from a Responsible Officer of Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit F. (d) Holdings, the Borrower and each of the Guarantors shall have provided, at least three (3) Business Days business days prior to the Closing Date, all the documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under the Lenders in connection with applicable “know-your-know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the PATRIOT Act. (e) All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation payable to the USA PATRIOT Act;Arrangers, the Agents or the Lenders shall have been paid to the extent due (and, in the case of expenses, invoiced three Business Days prior to the Closing Date). (ixf) Subject to Section 6.11, all actions necessary to establish that the Collateral Agent will have (i) a certificate of perfected first priority security interest in the Term Loan Collateral and (ii) a Responsible Officer perfected second priority security interest in the ABL Collateral (in each case, subject to Liens permitted under Section 7.01) shall have been taken. (g) The Arranger shall have received (a) audited consolidated balance sheets of the Parent Borrower either and related statements of income, changes in equity and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days before the Closing Date and (Ab) attaching copies unaudited consolidated balance sheets and related statements of all consentsincome, licenses changes in equity and approvals required in connection with cash flows of the executionBorrower for each subsequent fiscal quarter after the fiscal quarter ending December 31, delivery 2013 ended at least 45 days before the Closing Date (other than any fiscal quarter ended on December 31). (h) The representations and performance by any warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (i) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (j) Subject to Section 6.11, the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 6.07 and the validity against any such Loan Party applicable provisions of the Loan Documents to Security Agreement, each of which it is a party, and such consents, licenses and approvals shall be in full force endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming shall name the Collateral Agent, on behalf of the LendersSecured Parties, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan DocumentsAgent. (bk) Other than as set forth on Schedule 4.01, after giving effect The ABL Credit Agreement shall be amended to permit the transactions contemplated hereby, no third-party indebtedness for borrowed money Transactions substantially concurrently with the initial funding of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Term Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in compliance with Section 10.1) of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each Arranger, the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowerseach Loan Party; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) executed counterparts of the Collateral Documents and the Guaranty, sufficient in number for distribution to the extent not identified as a post-closing obligation on Schedule 6.17Administrative Agent, each Security Document listed in Lender and the Security ScheduleParent Borrower, together with, if applicable: (A) subject to Schedule 6.15 with respect to certificated Pledged Equity Interests, to the extent not delivered to the Administrative Agent prior to the Closing Date, certificates representing any certificated equity interests pledged thereinthe Pledged Equity Interests, accompanied by undated stock transfer powers executed in blank or, if applicableany of the Pledged Equity Interests shall be uncertificated securities (as defined in Article 8 of the UCC), other appropriate instruments confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of transfer the Secured Parties in accordance with Section 9-106 of the Uniform Commercial Code, and instruments evidencing the debt instruments pledged thereinpursuant to the Collateral Documents, if any, indorsed in blank; (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described therein; (C) copies of all any other Uniform Commercial Code, judgment and judgment, tax lien lien, intellectual property, or other searches reasonably requested by the Administrative Agent with respect to personal property the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 7.1 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory acceptable to the Collateral Administrative Agent); and (D) evidence that all other actions, recordings and all proper financing statements, duly prepared for filing under filings that the Uniform Commercial Code Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Collateral Documents have been taken or made (in the circumstances including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements, if applicable) or arrangements therefor satisfactory to the extent required under such Security DocumentAdministrative Agent shall have been made; (iv) a Mortgage, covering each of the Specified Barge Rigs listed on Schedule 5.7(A), covering duly executed by the Collateral appropriate Loan Party, together with: (A) evidence that the Mortgage has been duly executed, acknowledged and delivered and is in form suitable for filing or recording with the United States Coast Guard and all other filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the Specified Barge Rigs described therein in favor of the Loan Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or arrangements for such payment satisfactory to the Administrative Agent shall have been made); and (B) evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Security DocumentsMortgages have been taken, including delivery of an abstract of title, certificate of ownership, copy of certificate of documentation, and copy of certificate of financial responsibility (for each jurisdiction where applicable) with respect to each Specified Barge Rig; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (ivv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (other than Lux Holdco), 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 such Loan Party is a party or is to be a party; (vvi) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party (other than Lux Holdco) is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Parties is validly existing, existing and in good standing and qualified (to engage the extent that such latter concept is applicable in business the relevant jurisdiction) in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) a favorable opinions opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to covering such customary matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Required Lenders may reasonably request; (viii) favorable opinions of local counsel to the Loan Parties in Delaware, Louisiana, Nevada and Oklahoma, addressed to the Administrative Agent, the Collateral Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viiiix) at least three a favorable opinion of local counsel to the Loan Parties in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters concerning Lux Holdco as the Required Lenders may reasonably request; (3x) Business Days prior a favorable opinion of local counsel to the Administrative Agent in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters related to the validity and enforceability of the Legal Documents governed by Luxembourg law as the Required Lenders may reasonably request; (xi) a certificate of a Responsible Officer of the Parent Borrower either (1) attaching copies of all consents (including, without limitation, from any Governmental Authority, shareholder or other third-party), licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any 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 (except that the following consents do not need to be attached to such certificate to the extent delivered to the Administrative Agent as attachments to any other certificate delivered on the Closing Date: (A) any consents of a member or partner of a Loan Party that are required with respect to the pledge of equity under such Loan Party’s Organization Documents and (B) any resolutions by each Loan Party’s governing body authorizing and approving the Loan Documents), or (2) stating that no such consents, licenses or approvals are so required; (xii) executed counterparts of the Intercreditor Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Parent Borrower; (xiii) executed copies of the Term Loan Credit Agreement and the other Term Loan Documents; (xiv) a certificate signed by a Responsible Officer of the Parent Borrower certifying that the conditions specified in Sections 4.2(a) and (b) have been satisfied; (xv) copies of the Audited Financial Statements and unaudited interim consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries for each calendar month period ended subsequent to December 31, 2018 as to which such financial statements are available, accompanied by a certificate of a Responsible Officer of the Parent Borrower; (xvi) a reasonably satisfactory opening balance sheet of the Parent Borrower and its consolidated Subsidiaries giving pro forma effect to the transactions occurring on the effective date of the Plan of Reorganization and a customary funds flow memorandum; (xvii) projections of the consolidated balance sheets, results of operations, cash flow and Availability for the Parent Borrower and its consolidated Subsidiaries covering the period from January 1, 2019 through the Maturity Date, prepared on a quarterly basis for the fiscal year ending on December 31, 2019 and an annual basis for each fiscal year ending December 31, 2020, December 31, 2021 and December 31, 2022 (the “Initial Projections”), prepared by a Responsible Officer of the Parent Borrower having responsibility over financial matters, all in form and substance reasonably satisfactory to the Administrative Agent; (xviii) a Solvency Certificate in the form attached hereto as Exhibit J, executed by a Responsible Officer of Parent Borrower; (xix) a Borrowing Base Certificate prepared as of February 28, 2019 and accompanied by such supporting detail and documentation as is contemplated by the Borrowing Base Certificate and/or as shall be reasonably requested by the Administrative Agent (in a form comparable to that previously provided to the Administrative Agent); (xx) all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActPatriot Act and the Beneficial Ownership Regulation at least five (5) Business Days prior to the Closing Date to the extent the same have been requested at least ten (10) Business Days prior to the Closing Date; (ixxxi) a certificate of a Responsible Officer of Lux Holdco certifying and attaching (as applicable) the Parent Borrower either following: (A) attaching true and complete copies of all consentsthe constitutional documents of Lux Holdco as in effect on the Closing Date; (B) an excerpt delivered by the RCS pertaining to Lux Holdco dated no earlier than one (1) Business Day prior to the Closing Date; (C) a non-registration certificate (certificat de non-inscription d’une decision judiciaire) from the RCS pertaining to Lux Holdco and dated no earlier than one (1) Business Day prior to the date of this Agreement, licenses and approvals required in connection stating that no judicial decision has been registered with the executionRCS by application of article 13, delivery items 2 to 11bis and performance by any Loan Party article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the validity against any such annual accounts of companies, as amended (the “RCS Law”), according to which Lux Holdco would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; (D) a copy of a resolution of the board of directors of Lux Holdco: (I) approving the terms of, and the transactions contemplated by, this Agreement and the Loan Party of Documents to which it is a party and resolving that it execute, deliver and perform this Agreement and the Loan Documents to which it is a party; (II) authorizing a specified person or persons to execute this Agreement and the Loan Documents to which it is a party on its behalf; and (III) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and such consentsnotices to be signed and/or dispatched by it under or in connection with this Agreement and the Loan Documents to which it is a party; (E) a specimen of the signature of each person authorised by the resolution referred to in paragraph (D) above; and (F) that each copy document relating to Lux Holdco specified in this Section 4.1(a) is correct, licenses complete and approvals shall be in full force and effect, or (B) stating that effect as at a date no such consents, licenses or approvals are so requiredearlier than the date of this Agreement; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiiixxii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of Lux Holdco certifying that: (I) it is not subject to bankruptcy (faillite), pre-bankruptcy, insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée); (II) it is not, on the Parent Borrower (A) attaching forecastsdate of the Agreement, in a state of cessation of payments (cessation de paiement) and has not lost its commercial creditworthiness; (III) no application has been made by it or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any insolvency or similar proceedings; (IV) no application has been made by it for a voluntary or judicial winding-up or liquidation; and (V) borrowing or guaranteeing or securing, as appropriate, the Obligations would not cause any borrowing, guarantee, security or similar limit binding Lux Holdco to be exceeded; (xxiii) a copy of the shareholders’ register of Lux Holdco evidencing that ▇▇▇▇▇▇ North America Operations, LLC owns 100% of the outstanding Equity Interests of Lux Holdco; (xxiv) evidence and documentation in form and substance reasonably satisfactory to the Administrative Agent and the Lendersthat, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following prior to or substantially concurrently with the Closing Date Date, Parent Borrower has received cash proceeds of not less than $95,000,000 from the Rights Offering (as defined in the RSA), as such amount may be reduced to provide for netting of fees and expenses; (yxxv) each year commencing with evidence reasonably satisfactory to the first fiscal year following Administrative Agent that, after giving effect to all payments to be made to unsecured creditors and other claimants on the Closing Date for effective date of the term Plan of this Agreement Reorganization, the sum of (A) the Loan Parties’ unrestricted cash and Cash Equivalents and (B) certifying Availability shall not be less than $100,000,000; (xxvi) evidence reasonably satisfactory to the Administrative Agent that such forecasts were prepared Lux Holdco and one or more other Loan Parties shall, in good faith on the basis aggregate, have acquired and directly own 100% of assumptions believed to be reasonable when madethe outstanding Equity Interests of ▇▇▇▇▇▇ Drilling Arctic Operating, LLC, Quail Tools, L.P., ▇▇▇▇▇▇ Drilling Offshore USA L.L.C. and Quail USA, LLC; and (xvxxvii) evidence that such other assurances, certificates (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiariesincluding a perfection certificate, in each case of clauses (i) and (iiif requested), free and clear of documents, reports (including any Lien not permitted under this Agreement environmental reports), consents or opinions as the other Loan DocumentsAdministrative Agent, the L/C Issuers, or any Lender reasonably may require. (b) Other than as set forth The Administrative Agent, Lenders and Arrangers shall have received all fees and other amounts due and payable on Schedule 4.01, after giving effect or prior to the transactions contemplated herebyClosing Date, no thirdincluding, without limitation, all filing and recording fees and Taxes and, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all out-party indebtedness for borrowed money of of-pocket expenses required to be reimbursed or paid by the Parent Borrower or any hereunder (including all such reasonable fees, charges and disbursements of its Subsidiaries shall remain outstanding as of counsel to the Closing Date other than Indebtedness incurred or permitted pursuant Administrative Agent, paid directly to this Agreementsuch counsel if requested by the Administrative Agent). (c) Since December 31, 2013 there The Loan Parties’ capital structure and financing plan shall not have occurred any change, occurrence or development be satisfactory to the Administrative Agent (it being agreed and understood that has had or could be reasonably expected, either individually or the capital structure and financing plan as set forth in the aggregateRSA as in effect on the “RSA Effective Date” as defined in the RSA, and as amended by any amendments consented to have an Acquisition Material Adverse Effectin writing by the Administrative Agent, shall be deemed satisfactory to the Administrative Agent). (d) (i) The Transactions Bankruptcy Court shall have entered the Confirmation Order, in form and substance reasonably satisfactory to the Administrative Agent, such order shall have become a Final Order, and all conditions to the effectiveness of the Plan of Reorganization shall have been consummated satisfied or waived in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicabletherewith. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations There shall be true and correct on and as no Outstanding Amounts other than in respect of the Closing DateLetters of Credit. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as Prior to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of or substantially concurrently with the Closing Date, after giving effect to the Transactions and all DIP Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.terminated and all Obligations

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (if 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 LendersLead Arrangers: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementGuaranty, sufficient in such number for distribution to as the Administrative Agent, the Collateral Agent, each Lender and the BorrowersAgent may request; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17“Security Agreement”), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any the Pledged Equity referred to therein that constitute certificated equity interests pledged therein, securities (as defined in the UCC) accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;blank to the extent required by the Security Agreement, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided form appropriate for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statementsfiling, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of, or of arrangements reasonably satisfactory to the Administrative Agent for the completion of, all other actions, recordings and filings of or with respect to any real property Collateral located the Security Agreement that the Administrative Agent may deem necessary in a “flood hazard area” order to perfect the Liens created thereby, and (E) evidence that all other action that the Administrative Agent may deem necessary in any Flood Insurance Rate Map published by order to perfect the Federal Emergency Management Agency on which such Building Liens created under the Security Agreement has been taken or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as that arrangements reasonably satisfactory to the existence Administrative Agent for the completion thereof have been made (including receipt of a special flood hazard andduly executed payoff letters and UCC-3 termination statements); (iv) an intellectual property security agreement, if applicable, in substantially the unavailability form of flood hazard insurance under the National Flood Insurance Program Exhibit I (together with each other intellectual property security agreement and (z) evidence of applicable flood insurance, if availableintellectual property security agreement supplement delivered pursuant to Section 6.12, in each case in such formas amended, on such terms and in such amounts as required the “Intellectual Property Security Agreement”), duly executed by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by each Loan Party party thereto, together with evidence that all action that the Administrative Agent.Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken or will be taken promptly after the Closing Date; (ivv) 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 such Loan Party is a party or is to be a party; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporation; (vi) such certificates signed by except to the extent that failure to do so could not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Effect; (vii) a favorable opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇ LLP▇▇▇▇▇▇▇, special New York counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as substantially in the form of Exhibit J-1; (viii) a favorable opinion of Morris, Nichols, Arsht & ▇▇▇▇▇▇▇, special Delaware counsel to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to , substantially in the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actform of Exhibit J-2; (ix) a favorable opinion of general counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit J-3; (x) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by any Loan Party and the validity against any 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; (xxi) a certificate signed by a Responsible Officer of the Initial 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 StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xixii) evidence that all insurance a certificate attesting to the Solvency of the Borrower and its Subsidiaries, taken as a whole, immediately after giving effect to the Transaction, from the Borrower’s chief financial officer; and (xiii) a Committed Loan Notice relating to the initial Credit Extension. (b) All fees required to be maintained paid to the Administrative Agent and the Lead Arrangers on or before the Closing Date pursuant to the Loan Documents has Engagement Letter or the Fee Letter shall have been obtained paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and is disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date and payable by the Borrower pursuant to the Engagement Letter, 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). (d) The Closing Date shall have occurred on or before January 31, 2008. (e) The Refinancing shall have been consummated or shall be consummated concurrently with the initial Credit Extension. (f) The Lead Arrangers shall have received audited consolidated financial statements of the Borrower for the 6-month period ended May 31, 2007 (the “Interim Audited Financial Statement”), accompanied by a report and opinion of Deloitte & Touche LLP. (g) The IPO shall have been consummated or shall be consummated concurrently with the initial Credit Extension. (h) The Lead Arrangers shall be reasonably satisfied that the amount, types and terms and conditions of all insurance maintained by or on behalf of the Borrower and its Subsidiaries are substantially consistent with the amount, types and terms and conditions of insurance maintained by other entities engaged in effectbusinesses similar to that of the Borrower, including certificates of insurance, and the Administrative Agent shall have received an endorsement naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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 constitute Collateral;. (xiii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after After giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecastsTransaction, including all Credit Extensions made in form reasonably satisfactory to the Administrative Agent and the Lendersconnection therewith, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower there shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Revolving Credit Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and L/C Obligations or Swing Line Loans outstanding as of the Closing Date. (fj) The Administrative Agent Lead Arrangers shall have received a certificate signed by a Responsible Offer of from the Parent Borrower on behalf of itself and certifying that the other Loan Parties as to Consolidated Leverage Ratio for the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 twelve-month period ended as of the most recently ended fiscal quarter prior to the Closing DateDate for which financial statements are available, and calculated on a Pro Forma Basis after giving effect to the Transactions and all Credit Extensions under this Agreement on such dateTransaction, is no greater than 3.50:1.00. (hk) Any fees required The Lead Arrangers shall have received all documentation and other information reasonably requested in writing at least three Business Days prior to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance order to allow the Lead Arrangers to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees)USA Patriot Act. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals, telecopier telecopies or electronic copies (including “PDF” files) (telecopies and electronic copies followed promptly by originals, if requested by the Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a NoteNote at least two (2) Business Days prior to the Closing Date; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in executed counterpart of the Security ScheduleAgreement, together with, if applicable: (A) certificates and instruments representing any certificated equity interests pledged therein, the Securities Collateral referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate or instruments of transfer and instruments evidencing the debt pledged therein, if any, indorsed executed in blank; (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the proper financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security DocumentsAgreement; (C) if requiredcertified copies of UCC, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or Manufactured Mobile Home are located in a “flood hazard area” and where such Building equivalent reports or Manufactured Mobile Home constitute Collateralsearches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the following: Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (xother than Liens permitted hereunder); (D) standard flood hazard determination forms if any property a Perfection Certificate, in substantially the form of Exhibit I-1, duly executed by each of the Loan Parties; and (E) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is located defined in a special flood hazard area, (y) notices to (the Security Agreement and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if extent applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and ) (z) evidence of applicable flood insurance, if availabletogether with each other intellectual property security agreement delivered pursuant to Section 6.12, in each case in such formas amended, on such terms and in such amounts as required the “Intellectual Property Security Agreement”), duly executed by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or reasonably requested by desirable in order to perfect the Administrative Agent.Liens created under the Intellectual Property Security Agreement has been taken; (ivv) 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 such Loan Party is a party or is to be a party; (vvi) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers and each Guarantor Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporation; (vi) such certificates signed by except to the extent that failure to do so would not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Effect; (vii) a favorable opinions opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as in form and substance reasonably acceptable to Administrative Agent, addressing such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by any such Loan Party and the validity against any 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; (ix) 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, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Net Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (x) a certificate attesting to the Initial Financial StatementsSolvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transaction, from its chief financial officer, substantially in the form of Exhibit N; (xi) a business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated statements of income of the Borrower and its Subsidiaries on a monthly basis, starting with the month beginning after the Closing Date through December 31, 2021; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the LendersSecured Parties, as loss payee and as an additional insuredinsured or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originalsoriginals or either copies transmitted by electronic transmission or telecopies (followed, telecopier or electronic copies (followed in each case, promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersGuaranty; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in executed counterparts of the Security ScheduleDocuments, together with, if applicable: (A) certificates representing any certificated equity interests the Equity Interests pledged thereinpursuant to the Security Documents, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt any indebtedness pledged thereinthereunder, if any, all indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or reasonably desirable in order to perfect the liens and security interests created under the Security Documents covering the Collateral described in the Security Documents, (C) completed lien searches, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party or any Subsidiary of any Loan Party as debtor, together with copies of such other financing statements, (D) such evidence as the Administrative Agent may reasonably require that the Mortgages encumber Hydrocarbon Interests representing at least 80% of the total value of the proved developed reserves attributable to the Oil and Gas Properties and 80% of the total value of the proved undeveloped reserves attributable to the Oil and Gas Properties, in each case, as valued based on the Reserve Report delivered pursuant to Section 4.01(p) below, and (E) evidence that all other action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens liens and security interests created under the Security Documents has been completed (other than the filings referred to in the circumstances and to the extent required under such Security Documentclause (B) above), covering the Collateral of the Loan Parties described in the Security Documents; (C) if required, with respect to any real property Collateral located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iv) such certificates of resolutions or other action, an incumbency certificates and/or other certificates of certificate executed by the Responsible Officers Officer(s) 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 each Loan Documents Document to which such Loan Party is a party; (v) copies, certified by the Secretary or Assistant Secretary (or other appropriate Responsible Officer) of the applicable Loan Party, of all resolutions and other appropriate authorizing actions taken by or on behalf of each Loan Party authorizing and approving the execution, delivery and performance of all Loan Documents to which such documentsLoan Party is a party, agreements which resolutions or authorizing actions have not been revoked, modified, amended or rescinded and certifications are in full force and effect as of the Closing Date; (vi) such Organizational Documents, certified by the Secretary or Assistant Secretary (or other appropriate Responsible Officer) of the applicable Loan Party, and/or certificates of good standing or similar certificates or instruments as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor is validly existing, in good standing and (if applicable) qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporation; (vi) such certificates signed by except to the extent that failure to do so could not reasonably be expected to have a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing DateMaterial Adverse Effect; (vii) a favorable opinions legal opinion of (A) Fulbright & J▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPL.L.P., counsel to the Loan PartiesParties and (B) appropriate local counsel, each addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent may reasonably request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all material consents, licenses and approvals required to be obtained by any Loan Party in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (xix) a certificate signed by a Responsible Officer of the Initial Financial StatementsBorrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) a calculation of the pro forma Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, giving pro forma effect to the Transaction; and (C) a calculation of the proforma Collateral Coverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, giving pro forma effect to the Transaction; (xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;; and (xiixi) evidence that (A) 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 (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Datereleased; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01The Lenders shall have received, after giving effect in form and substance satisfactory to the transactions contemplated herebyeach of them, no third-party indebtedness for borrowed money such financial, business and other information regarding each of the Parent Borrower, Remington, and their respective Subsidiaries and businesses as they shall have requested, including, if so requested, information as to possible contingent liabilities, tax matters, collective bargaining agreements, compensation and retention agreements with the management of Remington, and other arrangements with employees, the annual audited financial statements of the Borrower or any of and its Subsidiaries shall remain outstanding as of and Remington and its Subsidiaries for the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31fiscal years ended 2001, 2013 there shall not have occurred any change2002, occurrence or development that has had or could be reasonably expected2003, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents2004, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.2005;

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) 's receipt of the following, each of which shall be originals, telecopier originals or electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral AgreementGuaranty, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the BorrowersBorrower; (ii) a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit F-1 (the "Security Agreement") and a pledge agreement, in substantially the form of Exhibit F-2 (the "Pledge Agreement"), together with each other pledge agreement and security agreement and pledge agreement supplement and security agreement supplement delivered pursuant to Section 6.02, in each case as amended, the extent not identified as a post-closing obligation on Schedule 6.17"Security Agreements"), duly executed by each Security Document listed in the Security ScheduleLoan Party, together with, if applicable: (A) certificates representing any certificated equity interests pledged therein, the Pledged Equity referred to therein accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the debt pledged therein, if any, Pledged Debt indorsed in blank;, (B) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated proper Financing Statements in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents (in the circumstances and to the extent required under such Security Document)Agreement, covering the Collateral of the Loan Parties described in the Security Documents;Agreement, (C) if requiredcompleted requests for information, dated on or before the date of the initial Credit Extension, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the account control agreements ("Account Control Agreements") and the securities account control agreements ("Securities Account Control Agreements"), in each case as referred to in the Security Agreement and duly executed by the appropriate parties, and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements); (iv) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit G (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 4.01(a)(iv) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.02, in each case as amended, the "Mortgages"), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (the Administrative Agent shall be satisfied that, to the extent a property the subject of a Mortgage is not subject to a Land Transfer Agreement, if the Administrative Agent exercises remedies under any real Mortgage, upon acceleration, if any, of the Obligations under the Facility, the Administrative Agent may foreclose and sell to a third party free and clear of any interest under any Indian Tribe party to any Material Contract), (B) fully paid Chicago Title Insurance Company and/or Fidelity National Title Company title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property Collateral located described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics' and materialmen's Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) existing form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the day of the initial Credit Extension, certified to the Administrative Agent and the issuer of the Mortgage Policies in a “flood hazard area” manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any Flood Insurance Rate Map published off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Federal Emergency Management Agency Administrative Agent, (D) copies of all existing environmental site assessment reports (such as "Phase I" reports) and such other existing documents (as identified on which such Building or Manufactured Mobile Home are located Schedule 4.01(a)(iv)(D) hereto) describing the current environmental condition of the properties described in a “flood hazard area” the Mortgages, each in form and where such Building or Manufactured Mobile Home constitute Collateralsubstance acceptable to the Administrative Agent, (E) estoppel and consent agreements, in form and substance satisfactory to the Administrative Agent, executed by each of the following: lessors of the leased real properties listed on Schedule 5.08(d)(i), along with (x1) standard flood hazard determination forms a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent's reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) such leasehold interest was acquired or subleased from the Parent Borrower as to the existence holder of a special flood hazard and, if applicablerecorded leasehold interest, the unavailability of flood hazard insurance under the National Flood Insurance Program applicable assignment or sublease document, executed and (z) evidence of applicable flood insurance, if availableacknowledged by such holder, in each case in form sufficient to give such form, on such terms constructive notice upon recordation and otherwise in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by form satisfactory to the Administrative Agent., (ivF) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (A) a trademark security agreement, in substantially the form of Exhibit H-1 (together with each other trademark security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Trademark Security Agreement"), (B) a copyright security agreement, in substantially the form of Exhibit H-2 (together with each other copyright security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Copyright Security Agreement") and (C) a patent security agreement, in substantially the form of Exhibit H-3 (together with each other patent security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Patent Security Agreement" and, together with the Trademark Security Agreement and the Copyright Security Agreement, the "Intellectual Property Security Agreements"), in each case, duly executed by each relevant Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreements has been taken; (vi) 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 such Loan Party is a party or is to be a party; (vvii) such documents, agreements documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed organized or incorporatedformed, and that each of the Borrowers Borrower and each Guarantor the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organizationproperties or the conduct of its business requires such qualification, formation or incorporationexcept to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viviii) such certificates signed by a Responsible Officer favorable opinion of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of ▇▇▇▇ Plant ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters set forth in Exhibit I-1 and such other matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated hereby as the Administrative Agent Required Lenders may reasonably request; (ix) a favorable opinion of local counsel to the Loan Parties in New York, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior , as to the Closing Date, all documentation matters set forth in Exhibit I-2 and such other information with respect to matters concerning the relevant Loan Parties and the Target (and its Affiliates), that has been relevant Loan Documents as the Required Lenders may reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Actrequest; (ixx) the Project Business Plan, in form and substance satisfactory to the Administrative Agent; (xi) a certificate of a Responsible Officer of the Parent Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any such Loan Party and the validity against any 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; (xxii) a certificate signed by a Responsible Officer of the Initial 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 StatementsStatements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xixiii) certificates attesting to the Solvency of each Loan Party, from its chief financial officer; (xiv) copies of all existing environmental site assessment reports (such as "Phase I" reports) and such other existing documents (as identified on Schedule 4.01(a)(xiv) hereto) describing the current environmental condition of all properties operated or managed by any Loan Parties or their Subsidiaries (other than the properties described in the Mortgages, which are addressed under Section 4.01(a)(iv) above), each in form and substance acceptable to the Administrative Agent; (xv) certified copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries as the Administrative Agent shall request; (xvi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including together with the certificates of insurance, naming the Collateral Administrative Agent, on behalf of the Lenders, as loss payee and as an additional insuredinsured 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; (xiixvii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Holdings ended April 2, 2006, signed by chief executive officer, chief financial officer, treasurer or controller of Holdings; (xviii) evidence that (A) the Existing Credit Agreement has been been, or concurrently with the Closing Date is being being, terminated and all Liens securing obligations under the Existing Credit Agreement have been been, or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Datebeing, released; (xiiixix) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence copy of the Indebtedness related theretoManagement and Consulting Agreements certified by a Responsible Officer; (xivxx) a certified copy of the duly executed release agreement between Great Lakes Gaming of Michigan, LLC , Holdings and U.S. Bank, National Association in its capacity as trustee for the Four Winds-Pokagon Notes and a certificate from of a Responsible Officer of confirming such agreement is in full force and effect; and (xxi) such other assurances, certificates, documents, consents or opinions as the Parent Borrower Administrative Agent or any Lender reasonably may require. (Ai) attaching forecasts, in form reasonably satisfactory All fees required to be paid to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (x) each quarter for the first twelve months following Arranger on or before the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner have been paid and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall fees required to be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect paid to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower Lenders on or any of its Subsidiaries shall remain outstanding as of before the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreementshall have been paid. (c) Since December 31Unless waived by the Administrative Agent, 2013 there 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), in each case, on such terms as separately agreed between the Borrower and the Arranger. (d) The Closing Date shall have occurred any changeon or before June 22, occurrence 2006. (e) All of the information made available to the Administrative Agent prior to June 22, 2006 shall be complete and correct in all material respects; and no changes or development developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding Holdings and its Subsidiaries after January 1, 2006 that has had or could be reasonably expected, (A) either individually or in the aggregate, aggregate could reasonably be expected to have an Acquisition a Material Adverse Effect. Effect or (dB) (i) The Transactions purports to adversely affect the Facility, nothing shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse come to the Lenders without the prior written consent attention of the Lenders and (ii) to lead them to believe that the Parent Borrower shall have received additional proceeds to include at least $700,000,000 Information Memorandum was or has become misleading, incorrect or incomplete in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Dateany material respect. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer be satisfied with the Borrower's cash management arrangements (it being acknowledged that the cash management arrangements in place as of June 22, 2006 shall be satisfactory for the Parent Borrower on behalf purposes of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (ethis condition precedent). (g) Total Outstandings The issuer of the Four Winds-Pokagon Notes shall be no greater have received not less than $250,000,000 as 300,000,000 in gross cash proceeds from the issuance of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such datenotes. (h) Any fees required to The Lenders shall be paid by the Borrowers to the Administrative Agent and the Lenders on or before the Closing Date in accordance satisfied with the Fee Letter or any other Loan Document Borrower's management (it being acknowledged that the management in place as of May 1, 2006 shall have been paid (including reasonable legal feesbe satisfactory for the purposes of this condition precedent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.