Common use of Conditions Precedent to Effective Date Clause in Contracts

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived by the Required Lenders): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a partysigned signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) [Reserved.] (c) [Reserved.] (d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer: (i) Certifying that no Default or Event of Default shall have occurred or would occur and be continuing on the Effective Date; (ii) Certifying that the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the Closing Date, in which case such representations and warranties shall not be required to be made on the Effective Date); and (iii) a customary incumbency certificate in respect of each Enclosing: (A) Copies of the officers Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and (B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower who are authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower. (e) The Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; (ii) A customary certificate of the Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced documents to be delivered by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Borrower hereunder; and (biii) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, A favorable opinion letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in form and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, substance reasonably satisfactory to the Administrative Agent, the Arrangers or any Lender prior . The Borrower hereby requests such counsel to the Effective Date deliver such opinion. (f) The Administrative Agent shall have been paidreceived a copy, to the extent that such invoices have been presented to certified by the Borrower and signed by a Responsible Officer as true and complete, of: (i) the Agreed Form of Scheme Press Announcement; and (ii) the executed Transaction Agreement. (g) The Administrative Agent shall have received, at least two (2) 3 Business Days prior to the Effective Date. (c) The Arrangers shall have received , so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Borrower. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived by the Required Lenders), and there such notice shall be no Default hereunderconclusive, binding and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)final. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 9.02) on or prior to the End Date: (a) The Administrative Agent’s receipt Agent shall have received a counterpart of this Agreement, duly executed by each party hereto. (b) The Administrative Agent shall have received, for the Initial Borrower, a certificate of good standing (or the equivalent) from the appropriate governing agency of the following, each Initial Borrower’s jurisdiction of which shall be originals, facsimiles or PDFs organization (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer to the extent the concept of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10good standing is applicable in such jurisdiction); (iic) The Administrative Agent shall have received a customary certificate certificate, dated the Effective Date, of the Secretary or an Assistant Secretary of the Initial Borrower attaching (or, if the Initial Borrower does not have a secretary or assistant secretary, any other Person duly authorized to execute such a certificate on behalf of the Initial Borrower) certifying as to (i) specimen signatures of the persons authorized to execute Loan Documents to which the Initial Borrower is a party, (ii) copies of its certificate of incorporation the Initial Borrower’s constituent organizational documents, and by-laws as in effect on (iii) the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated as directors or other appropriate governing body of a recent date and resolutions of its Board of Directors the Initial Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and; (iiid) The Administrative Agent shall have received a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to favorable written legal opinion dated the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, addressed to the Administrative AgentAgent and the Lenders) of Skadden, the Arrangers or any Lender prior to the Effective Date Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP; (e) The Administrative Agent shall have been paid, to the extent that such invoices have been presented to the Borrower received at least two (2) three Business Days prior to the Effective Date. (c) The Arrangers shall have received Date all documentation and other information regarding the Initial Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested at least ten Business Days prior to the Effective Date; and (f) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the USA PATRIOT Actextent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Bookrunners, in each case that has the Administrative Agent or the Lenders shall have been requested in writing paid on or prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lendersextent required by the Fee Letters or this Agreement to be paid on or prior to the Effective Date. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) On the Effective Date, the Borrower and the Consolidated Group shall have sufficient Designated Cash to consummate the Transactions evidenced by a certificate of the Borrower, dated the Effective Date and delivered to the Administrative Agent, to such effect. (d) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or about such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of each of the Borrower and each Guarantor authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower and each Guarantor, but only where such concept is applicable; (iii) A customary certificate of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and (ii) Ogier Legal, in each case in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received a copy, certified by the Borrower, of a draft of the Press Release or Offer Press Announcement (as applicable, depending upon whether it is proposed to effect the Shire Acquisition by way of a Scheme or Takeover Offer) in the form in which it is proposed to be issued. (f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to AbbVie and its Subsidiaries, including the Effective Date. (d) Borrower. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of organization of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that relating to the Borrower. (e) On the Effective Date, (x) no Default has occurred and is continuing and (y) each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been requested true and correct in writing all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date. (f) All fees and other amounts due and payable by the Consolidated Group to the Arranger, the Administrative Agent and the Lenders under the Loan Documents or pursuant to the Fee Letter or any similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least one Business Day prior to the Effective Date by the relevant person and to the extent such amounts are payable on or prior to the Effective Date. (dg) The representations and warranties of commitments under the Borrower contained in ARTICLE V (other than Section 5.14) Existing Credit Agreement shall have been, or any other Loan Document shall be true and correct on and as substantially concurrently with the occurrence of the Effective Date shall be, terminated in their entirety and there no advances or other obligations thereunder (other than contingent obligations as to which no claim has been asserted) shall remain outstanding. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction binding evidence of the condition precedent in this clause (d)occurrence thereof. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Guaranty; (iiiii) a customary certificate Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective DateDate as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) to the extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) [reserved]; (vi) such certificates of good standing certificate for it from the Secretary applicable secretary of State state of the State state of Delaware dated organization of each Loan Party, 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 recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of Responsible Officer in connection with this Agreement and the other Loan Documents to which it such Loan Party is a partyparty or is to be a party on the Effective Date; (vii) an opinion from Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties substantially in the form of Exhibit G; (viii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date and that the condition specified in clause (c) below has been satisfied; (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (iiixii) a customary incumbency certificate Borrowing Base Certificate, certified as complete and correct in respect all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Effective Date; provided, however, that, each of the officers requirements set forth in clauses (iv) and (ix) (with respect to title insurance) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower who are authorized and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to sign this Agreement and the other Loan Documents Borrowing on its behalf and who willthe Effective Date after the Borrower’s use of commercially reasonable efforts, until replaced by another officer without undue burden or officers duly authorized for that purposecost, act as its representative for to provide such items on or prior to the purposes of signing Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and giving notices and instruments, or take or cause to be taken such other communications actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (subject to extensions approved by the Administrative Agent in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyits reasonable discretion). (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower hereunder and invoiced at least two (2) Business Days prior to before the Effective DateDate shall have been paid in full in cash. (c) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed); provided, that (A) any change to the definition of “Material Adverse Effect” contained in the Merger Agreement shall be deemed materially adverse to the Lenders and the Arrangers and shall require the consent of the Arrangers and (B) a reduction in the purchase price under the Merger Agreement of less than 10% of the total Merger Consideration shall be deemed not to be materially adverse so long as it is applied to reduce the aggregate commitments in respect of the Term Facility and any commitments of the Arrangers to make bridge loans in lieu of the Senior Notes dollar-for-dollar on a pro rata basis. (d) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, the Borrower shall have received (i) at least $1,200,000,000 in gross cash proceeds from borrowings under the Term Facility and (ii) at least $400,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the Term Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, the Borrower shall have terminated the Existing ABL Facility, and shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans and Letter of Credit Obligations, (B) borrowings under the Term Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted by Section 9.3(b) and (ii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings. (g) The Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Arrangers shall have received at least five (5) days prior to the Effective Date all documentation and other information required reasonably requested in writing by regulatory authorities under them at least ten (10) Business Days prior to the Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (dj) The representations and warranties of Since January 31, 2010, except (i) as set forth in the Borrower Company Disclosure Schedule (as defined in the Merger Agreement) or (ii) disclosed in any Filed SEC Document (as defined in the Merger Agreement), other than disclosures in such Filed SEC Documents contained in ARTICLE V (other than Section 5.14) the “Risk Factors” and “Forward Looking Statements” sections thereof or any other Loan Document disclosures in the Filed SEC Documents which are forward-looking in nature, there shall not have been any effect, change, event or occurrence that has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date and there Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be no Default hereunderdeemed to have consented to, and 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 Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower Administrative Agent shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory notice from such Lender prior to the Lendersproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effective Date. The effectiveness obligations of this the Lender to amend and restate the Original Revolving Credit Agreement is and make its Commitment available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Effective Date in a Responsible Officer of manner satisfactory to the BorrowerLender: (i) executed counterparts The Lender shall have received the following documents, each dated and in form and substance as is satisfactory to the Lender: (1) certified copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement satisfying Agreement, the requirements of Section 11.10; (ii) a customary certificate Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Authority as being true and by-laws as complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, a good standing certificate for it from the Secretary authorizations and consents of State any trustee, or holder of any indebtedness or obligation of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance Authority or any Governmental Authority necessary for the Authority to enter into each of this Agreement Agreement, the Bank Note and the other Loan Documents to which it is a party; andIndenture and the transactions contemplated herein and therein; (iii3) a customary incumbency reserved; (4) an executed certificate in respect of each an authorized official of the officers Authority dated the Effective Date certifying as to the authority, incumbency and specimen signatures of the Borrower who are authorized officials authorized to sign this Agreement and the Bank Note and any other Loan Documents on its behalf documents to be delivered by it hereunder and who will, until replaced by another officer or officers duly will be authorized for that purpose, act as its representative for to represent the purposes of signing documents and giving notices and other communications Authority in connection with this Agreement, upon which the other Loan Documents and Lender may rely until it receives a new such certificate; (5) an executed Authorized Representative Certificate; (6) reserved; (7) an executed or certified copy, as applicable, of each of the transactions contemplated hereby and therebyProgram Documents; (8) an executed copy of the Bank Note with the original wet ink Bank Note to follow promptly after the Effective Date; and (9) an IRS Form W-9 duly completed by the Authority. (bii) All fees required by There shall not have occurred any change or any development involving a prospective change in the Loan Documents financial or operating condition of the Authority or its ability to pay the Obligations from that set forth in the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2023, provided to the Lender, that in the judgment of the Lender is material or adverse to the Lender. No law, regulation, ruling or other action of the United States, the State of California or the State of New York or any political subdivision or authority therein or thereof shall be paid in effect or shall have occurred, the effect of which would be to prevent the Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (including fees payable on or prior iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date pursuant from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Fee LettersAuthority, in form and substance reasonably satisfactory to the Lender and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the BorrowerAuthority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and all invoiced expenses (including Attorney Costs) required to be paid require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and such execution, delivery and performance does not violate the Borrowerconstitution or laws of the State, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior this Agreement, the Bank Note and the Indenture have been duly authorized, executed and delivered and this Agreement and the Bank Note are valid, binding and enforceable against the Authority, and (3) such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counsel. (iv) The following statements shall be true and correct on the Effective Date. (c) The Arrangers , and the Lender shall have received all documentation and other information required a certificate signed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsan Authorized Representative, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date., certifying that: (d1) The (A) the representations and warranties of the Borrower Authority contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and there as of such date (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date); (B) no Default hereunderor Event of Default has occurred and is continuing or would result from the Authority’s execution and delivery of this Agreement or the Bank Note or the acceptance of the Commitment by the Authority; (C) the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2023, including the balance sheet as of such date of said period, all examined and reported on by ▇▇▇▇ ▇▇▇▇▇▇ LLP as heretofore delivered to the Lender correctly and fairly present the financial condition of the Authority as of said date and the Borrower results of the operations of the Authority for such period, have been prepared in accordance with GAAP consistently applied except as stated in the notes thereto; (D) since June 30, 2023, except as disclosed to the Lender in writing, there has been no Material Adverse Change or Material Adverse Operational Effect; (E) the acceptance of the Commitment by the Authority pursuant to this Agreement is an arm’s length commercial transaction between the Authority and the Lender; (F) the Authority has consulted with its own respective legal and financial advisors in connection with the acceptance of the Commitment by the Authority pursuant to this Agreement; (G) the Lender has not acted as a fiduciary in favor of the Authority with respect to the Bank Note or the acceptance of the Commitment by the Authority; (H) all conditions precedent set forth in the Indenture with respect to issuance of the Bank Note shall have delivered a certificate from a Responsible Officer certifying been satisfied and (I) to the satisfaction best knowledge of the condition precedent Authority, the Authority Rating has not been reduced, withdrawn or suspended by any Rating Agency since the dated date of the Rating Documentation; and (2) No actions, suits or proceedings are pending in this clause (d)which service of process has been completed against the Authority or, to the Authority’s knowledge, threatened against the Authority in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (ev) The Borrower Lender shall have received (x) a copy an opinion addressed to the Lender and dated the Effective Date of Bond Counsel as to the due authorization, execution and delivery of this Agreement, the Bank Note and the Indenture, and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, the exclusion of interest on the Loans from gross income for federal income tax purposes of the fully executed Purchase AgreementLender, (y) the pledge of Revenues securing the Bank Note constituting a copy of the Business Combination Agreementvalid pledge, and (z) a copy of such other matters as the Offer Announcement, in each caseLender may reasonably request, in form and substance satisfactory to the LendersLender and its counsel. (vi) All necessary action on the part of the Authority shall have been taken as required for the assignment and pledge of a lien on the Revenues for the benefit of the Lender as described in Section 5.1 hereof. (vii) All other legal matters pertaining to the execution and delivery of this Agreement, the Bank Note and the other Program Documents shall be satisfactory to the Lender and its counsel. The Lender shall have received evidence satisfactory to the Lender that all conditions precedent to the issuance of the Bank Note as Parity Debt pursuant to the Indenture have been satisfied. (viii) The Lender shall have received written confirmation dated within ten (10) days prior to the Effective Date that the Authority Ratings are at least “AA” (or its equivalent) by S&P and “AA” (or its equivalent) by Fitch (referred to herein as the “Rating Documentation”). (ix) No Bank Note shall be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository,

Conditions Precedent to Effective Date. The effectiveness Effective Date shall occur on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Designated Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of the following, Designated Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Designated Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required then due and payable by the Reporting Group to the Designated Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to the Fee and Syndication Letter, any fee or similar letters relating to the Loan Documents shall be paid (or arrangements satisfactory to the to the Designated Agent and the Arrangers shall have been made with respect thereto). (c) The Designated Agent shall have received on or before the Effective Date, each dated on or about such date: (i) Certified copies of (A) the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of each Loan Party, certified as of a recent date by the Secretary of State (or comparable authority) of its jurisdiction of organization or formation including a certification that the same has not been amended since the date of such certification, (B) the bylaws, operating agreement or similar governing document of each Loan Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate and (C) the resolutions or similar authorizing documentation of the governing bodies of each Loan Party authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to be paid which it is a party; (including fees payable on ii) A good standing certificate or prior similar certificate dated a date reasonably close to the Effective Date pursuant from the jurisdiction of organization or formation of each Loan Party, but only where such concept is applicable; (iii) A certificate of a Responsible Officer of each Loan Party certifying the names and true signatures of the Responsible Officers of such Loan Party authorized to execute and deliver this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Fee LettersDesignated Agent. (d) The Designated Agent shall have received a copy, certified by the Borrower, and all invoiced expenses of a draft of the Press Release or Offer Press Announcement (including Attorney Costsas applicable, depending upon whether it is proposed to effect the Target Acquisition by way of a Scheme or Takeover Offer) required in the form in which it is proposed to be paid by the Borrowerissued, in each case, in form and substance reasonably satisfactory to the Administrative AgentArrangers; provided, that the draft provided to the Arrangers or any Lender as of the date hereof and prior to the occurrence of the Effective Date is satisfactory. (e) The Designated Agent shall have been paidreceived, to the extent that such invoices have been presented to the Borrower at least two (2) 3 Business Days prior to the Effective Date. (c) The Arrangers shall have received , so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other written information requested by each Initial Lender required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Loan Parties. The representations and warranties of Designated Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or about such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto; (iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry; (iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date. (e) The Administrative Agent shall have received a copy, certified by the Borrower, of a draft of the Scheme Press Release or Offer Press Announcement (as applicable, depending upon whether it is proposed at that time to effect the Target Acquisition by way of a Scheme or Takeover Offer) substantially in the form in which it is proposed to be issued. (f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, without limitation, as amended) and the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective DateBorrower and its Subsidiaries, including the Borrower. (dg) The representations Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and warranties confirming that such appointment is in full force and effect and applies to this Agreement in all respects. (h) The Administrative Agent shall have received copies of the Hedge Agreements (if any) that have been entered into in connection with the Target Acquisition and/or the Bridge Facility. (i) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective upon the satisfaction satisfaction, on or before June 30, 2018, of the following conditions precedentprecedent set forth in this Section 4.01: (a) The Receipt by Administrative Agent’s receipt Agent of each of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) pdf copies unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerapplicable Loan Party, each dated on, or in the case of third party certificates, recently before, the Effective Date and each in form and substance reasonably satisfactory to Administrative Agent: (i) executed counterparts of (a) this Agreement satisfying Agreement, executed and delivered by Borrower, Administrative Agent and each Person listed on Schedule 2.01 and (b) the Guarantee Agreement, executed and delivered by each Guarantor (provided that the requirements of Section 11.10this clause (i) may be satisfied by customary written evidence reasonably satisfactory to Administrative Agent (which may include electronic transmission of a signed signature page) that such party has signed a counterpart to this Agreement or the Guarantee Agreement (as applicable)); (ii) a customary certificate of each Loan Party, dated the Secretary Effective Date and executed by a secretary, assistant secretary or Assistant Secretary Responsible Officer thereof, which shall (A) certify that attached thereto are (x) a true and complete copy of the Borrower attaching copies certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation incorporation, formation or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as in effect on of the Effective DateDate and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) a good standing certificate for it from the Secretary of State true and complete copy of the State of Delaware dated resolutions or written consent, as of a recent date and resolutions applicable, of its Board board of Directors directors, board of managers, sole member or other applicable governing body authorizing the execution, delivery and performance of this Agreement the Loan Documents, and, in the case of Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the other signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it such Loan Party is a party; andparty on the Effective Date; (iii) a customary incumbency certificate signed by a Responsible Officer of Borrower certifying that (A) the representations and warranties made by Borrower herein, or which are contained in respect of each any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the officers Effective Date, (B) no Default or Event of Default shall have occurred and be continuing and (C) that there has been no event or circumstance since the date of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Reference Statements which has a Material Adverse Effect; (biv) All fees required opinions of counsel to Borrower in form and substance reasonably satisfactory to Administrative Agent; and (v) all information requested by the Loan Documents to be paid (including fees payable on or Arrangers in writing at least ten Business Days prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidDate, to the extent that necessary to enable such invoices Lender to identify Borrower and Guarantors to the extent required for compliance with the PATRIOT Act or other “know your customer” rules and regulations (which requested information shall have been presented to the Borrower received at least two three (23) Business Days prior to the Effective Date). (b) With respect to any fees due and payable on or before the Effective Date pursuant to the Fee Letter, either (i) such fees shall have been paid or (ii) arrangements satisfactory to Administrative Agent and the Arrangers shall have been made with respect to the payment of such fees. (c) The Arrangers Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Acta copy, in each case that has been requested in writing prior to the Effective Date. (d) The representations substantially final form and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance reasonably satisfactory to Administrative Agent, of the Lenders.Rule 2.7

Conditions Precedent to Effective Date. The effectiveness of this Agreement is Agreement, including the effectiveness of the obligations of Lender to make the additional Term Loans to Borrower as provided in Section 1 above and to perform any of its other obligations as provided for herein, shall be subject to the satisfaction (or waiver by Lender in its sole discretion) of each of the following conditions precedent:precedent (the first date upon which all such conditions precedent have been so satisfied (or so waived) shall be referred to as the “Effective Date”): (a) The Administrative Agent’s receipt All of the followingconditions precedent set forth in this Section 2.1 (other than this clause (a)) shall have been satisfied (or waived by Lender in its sole discretion) on or before the close of business on April 16, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.102003; (iib) a customary certificate Lender shall have received each of the Secretary or Assistant Secretary documents set forth on the Schedule of Documents, in form and substance satisfactory to Lender, each duly executed by the appropriate parties thereto; (c) Lender shall have received a non-refundable capital fee in the amount of $900,000, provided that such amount may be withheld by the Lender from the funding of the additional Term Loans provided for in Section 1.1 above; (d) Lender shall have received satisfactory evidence that each of Borrower attaching copies and Overhill Ventures have obtained all required Consents and approvals of its certificate of incorporation and by-laws as in effect on all Persons, including all requisite Governmental Authorities, to the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; andDocuments; (iiie) a customary incumbency certificate no action, proceeding, investigation, regulation, or legislation shall have been instituted, threatened, or proposed before any court, Governmental Authority, or legislative body to enjoin, restrain, or prohibit, or to obtain damages in respect of, or that is related to or arises out of, this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby that, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document; (f) no Material Adverse Effect shall have occurred since September 29, 2002; (g) each of the officers of the representations and warranties made by Borrower who are authorized to sign in this Agreement and the other Loan Documents shall be true and correct in all respects on its behalf and who willas of the date made, until replaced by another officer or officers duly authorized for that purposeand shall be true and correct in all respects on and as of the Effective Date, act with the same effect as its representative for if made on and as of the purposes Effective Date; each of signing documents the covenants, agreements and giving notices obligations of Borrower under this Agreement and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable performed or satisfied by it on or prior to the Effective Date pursuant to the Fee Letters) has been performed or satisfied by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers it on or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to before the Effective Date. (c) The Arrangers ; no Default or Event of Default shall have received all documentation exist and other information required by regulatory authorities be continuing under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) Existing Loan Agreement or any other Loan Document or shall be true result from the amendment and correct on and as restatement of the Effective Date Existing Loan Agreement or the Existing Loans, the making of the Term Loans or the consummation of the other transactions contemplated thereby; no event shall have occurred and there be continuing, or would result from the funding, advance or incurrence of any Term Loan, that constitutes or would constitute a Default or an Event of Default or result in a Material Adverse Effect; and each of the conditions precedent set forth in this Section 2.1 shall be have been satisfied and fulfilled; and Lender shall have received an officers’ certificate to that effect signed by the President and Chief Executive Officer and the Chief Financial Officer, which shall also include certifications in form and substance satisfactory to Lender, affirming that no Default hereunderConsents referred to in Section 2.1(d) are required other than those obtained by Borrower and Overhill Ventures; (h) Lender shall have received all other reports, and certificates, statements, or opinions as Lender may reasonably request; (i) the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of Lender, and the condition precedent in this clause (d). (e) The Borrower Lender shall have received (x) a copy of approved, the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each caseProjections. The Projections shall be accompanied by an Officers’ Certificate, in form and substance satisfactory to the LendersLender, duly executed by the President and Chief Executive Officer and the Chief Financial Officer of the Borrower, certifying as to the assumptions on which such financial projections are based; (j) the Borrower shall have delivered to the Lender certificates of insurance evidencing the policies of insurance required to be maintained by the Borrower and its Subsidiaries under this Agreement and the other Loan Documents, together with additional insured and lender’s loss payable endorsements in favor of the Lender, all in form and substance satisfactory to the Lender; (k) the Borrower and Overhill Ventures shall each have delivered a customary Secretary’s certificate wherein its respective Secretary shall have certified as to their respective charter and bylaws and all board of directors resolutions relating to the authorization of the Loan Documents and such other matters as Lender reasonably requests; (l) the Lender shall have received a Solvency Certificate, in form and substance satisfactory to the Lender, duly executed by the President and Chief Executive Officer and the Chief Financial Officer of the Borrower. If any other term of any Loan Document should conflict, or appear to conflict, with this Section 2.1, the terms of this Section 2.1 shall control, and Borrower shall have no rights under this Agreement or any other Loan Document until each of the conditions of this Section 2.1 has been complied with to Lender’s satisfaction or specifically waived in writing by Lender.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall be effective upon the satisfaction of receipt by the following conditions precedent: (a) The Administrative Agent’s receipt , not later than March 4, 2011, of the following, each of which shall be originals, facsimiles originals or PDFs telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower:Borrower or Guarantor, as the case may be, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date): (ia) executed counterparts of this Agreement satisfying Agreement, sufficient in number for distribution to the requirements of Section 11.10Administrative Agent, each Lender and the Borrower; (iib) a customary certificate Note duly executed by the Borrower in favor of each Lender requesting a Note; (c) the Guaranty duly executed by each Guarantor; (d) copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary Secretary; (e) copies of resolutions of the Borrower attaching copies of its certificate of incorporation Borrower’s and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement party and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes consummation of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby., together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (bf) All fees required by copies of the Loan Documents to be paid (including fees payable on certificates of good standing, or prior to the Effective Date pursuant to nearest equivalent in the Fee Letters) by the Borrowerrelevant jurisdiction, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to for the Borrower at least two and each Guarantor (2) Business Days dated no earlier than 45 days prior to the Effective Date.) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (cg) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, a list of the USA PATRIOT Act, in each case that has been requested in writing prior Authorized Representatives; and (h) the favorable written opinion of counsel to the Effective Date. (d) The representations Borrower and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each caseGuarantor, in form and substance reasonably satisfactory to the LendersAdministrative Agent.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is the Lender to make its Commitment available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Effective Date in a Responsible Officer of manner satisfactory to the BorrowerLender: (i) executed counterparts The Lender shall have received the following documents, each dated and in form and substance as is satisfactory to the Lender: (1) copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement satisfying Agreement, the requirements of Section 11.10; (ii) a customary certificate Bank Note and the Third Supplemental Indenture, certified by an authorized official of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Authority as being true and by-laws as complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, a good standing certificate for it from the Secretary authorizations and consents of State any trustee, or holder of any indebtedness or obligation of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance Authority or any Governmental Authority necessary for the Authority to enter into each of this Agreement Agreement, the Bank Note and the other Loan Documents to which it is a party; andIndenture and the transactions contemplated herein and therein; (iii3) a customary incumbency certificate in respect of each (A) the audited annual financial statements of the officers Authority for the Fiscal Year ended June 30, 2020, and a copy of the Borrower who are most recent budget of the Authority (such requirement to be satisfied if such information is available on the Authority’s website) and (B) the investment policy of the Authority; (4) an executed certificate of an authorized official of the Authority dated the Effective Date certifying as to the authority, incumbency and specimen signatures of the authorized officials authorized to sign this Agreement and the Bank Note and any other Loan Documents on its behalf documents to be delivered by it hereunder and who will, until replaced by another officer or officers duly will be authorized for that purpose, act as its representative for to represent the purposes of signing documents and giving notices and other communications Authority in connection with this Agreement, upon which the other Loan Documents Lender may rely until it receives a new such certificate; (5) an executed Authorized Representative Certificate; (6) an executed certificate dated the Effective Date and executed by an Authorized Representative, certifying that as of the transactions contemplated hereby and therebyEffective Date the Debt Service Coverage Ratio is equal to or greater than 130%; (7) an executed original or certified copy, as applicable, of each of the Program Documents; (8) an original executed Bank Note; and (9) an IRS Form W-9 duly completed by the Authority. (bii) All fees required by There shall not have occurred any change or any development involving a prospective change in the Loan Documents financial or operating condition of the Authority or its ability to pay the Obligations from that set forth in the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2020, provided to the Lender, that in the judgment of the Lender is material or adverse to the Lender. No law, regulation, ruling or other action of the United States, the State of California or the State of New York or any political subdivision or authority therein or thereof shall be paid in effect or shall have occurred, the effect of which would be to prevent the Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (including fees payable on or prior iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date pursuant from ▇▇▇▇▇▇ ▇▇▇▇, counsel to the Fee LettersAuthority, in form and substance reasonably satisfactory to the Lender and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the BorrowerAuthority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and all invoiced expenses (including Attorney Costs) required to be paid require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and such execution, delivery and performance does not violate the Borrowerconstitution or laws of the State, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior this Agreement, the Bank Note and the Indenture have been duly authorized, executed and delivered and this Agreement and the Bank Note are valid, binding and enforceable against the Authority, and (3) such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counsel. (iv) The following statements shall be true and correct on the Effective Date. (c) The Arrangers , and the Lender shall have received all documentation and other information required a certificate signed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsan Authorized Representative, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date., certifying that: (d1) The (A) the representations and warranties of the Borrower Authority contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and there as of such date (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be no Default hereunder, true and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction correct as of the condition precedent in this clause (dsuch earlier date). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.;

Conditions Precedent to Effective Date. The effectiveness of this Agreement is Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the satisfaction other conditions set forth herein, on the date (the “Effective Date”) that each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt Each of the followingfollowing documents, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of dated the BorrowerEffective Date and in form and substance satisfactory to the Administrative Agent: (i) executed counterparts Upon request of this Agreement satisfying any Lender, the requirements Revolving Loan Notes payable by any Borrower to the order of Section 11.10each such Lender; (ii) a customary certificate This Agreement, duly executed and delivered by each of the Secretary or Assistant Secretary Loan Parties, pursuant to which each of the Borrower attaching Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of its certificate any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request; (iii) Certified copies of incorporation (A) the charter and by-laws as in effect on of each Loan Party, (B) the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated as directors (or equivalent governing body) of a recent date and resolutions of its Board of Directors each Loan Party authorizing the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party; and, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization; (iiiiv) a customary incumbency A certificate in respect of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of the Borrower who are each Loan Party authorized to sign this Agreement Agreement, the Loan Guaranty and the Notes and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.to be delivered hereunder; (bv) All fees required by A favorable opinion of (A) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination AgreementParties, and (zB) a copy of ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, local counsel to the Offer AnnouncementLoan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request; (vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and (vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby; (b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b); (c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation; (e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Lenders.Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement; (f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on On the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iiii) a customary incumbency certificate in respect of each of the officers all obligations of the Borrower who are authorized hereunder incurred prior to sign this Agreement and the other Loan Documents on its behalf and who willsuch date (including, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreementwithout limitation, the other Loan Documents Borrower's obligations to reimburse the reasonable fees and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior expenses of counsel to the Effective Date pursuant to the Fee Letters) by the Borrower, Administrative Agent and all invoiced any fees and expenses (including Attorney Costs) required to be paid by the Borrower, payable to the Administrative Agent, the Arrangers or any Lender prior Lenders (including Scotia Capital) and their Affiliates pursuant to the Effective Date Fee Letter or as otherwise previously agreed with the Borrower), shall have been paidpaid in full, (ii) the Lenders under the Existing Loan Agreement shall consent to all Obligations under (and as such term is defined in) the extent that such invoices have been presented Existing Loan Agreement (other than letters of credit which are not Existing Letters of Credit) being continued under this Agreement (as Loans (after giving effect to all repayments of the Borrower at least two (2) Business Days prior to "Loans" under the Existing Loan Agreement made on the Effective Date. ) or by the Existing Letters of Credit becoming Letters of Credit hereunder), the Exiting Lenders shall have been paid in full as more fully described in Section 1.05 and, unless waived by the Administrative Agent, the Exiting Lenders shall have executed and delivered an Exiting Lender Acknowledgment in the form of Exhibit L and (ciii) The Arrangers the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, each of the USA PATRIOT Act, in each case that has been requested following (unless waived in writing prior to by the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (dLenders). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance reasonably satisfactory in all respects to the Administrative Agent: (a) the duly executed counterparts of this Agreement executed by the Borrower, the Guarantors and the Lenders. (b) a duly executed Revolving Credit Note for each Revolving Loan Lender requesting such instrument evidencing the Revolving Loan Commitment of such Lender; (c) a duly executed Term B Note for each Term B Lender requesting such instrument evidencing the Term B Loan Commitment of such Lender; (d) the duly executed Swingline Note; (e) with respect to the Security Documents (other than the Mortgages), (i) the duly executed Guaranty Agreement and Security Agreements, (ii) copies of filed UCC-1 financing statements and any applicable UCC-3 amendments required pursuant to the Security Agreements and (iii) but only to the extent not previously delivered to the Collateral Agent in connection with the Existing Loan Agreement,

Conditions Precedent to Effective Date. The effectiveness Article II hereof shall be effective on and as of this Agreement is subject to the satisfaction date (the "Effective Date"), on which each of the following conditions precedentprecedent shall have been satisfied or duly waived: (a) The Merger Agreement shall be in full force and effect and the Merger shall be consummated immediately following the funding of the Advances in all material respects in accordance with the Merger Agreement, without any waiver or amendment not consented to by the Administrative Agent of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The aggregate amount of cash proceeds received by the Company Shareholders in connection with the Merger shall not exceed $111,600,000. (c) The Lender Parties shall be satisfied that all Existing Debt, other than the Debt of the Borrower set forth on Schedule XIV (the "Surviving Debt"), has been (or will be, immediately following the Merger) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished; the aggregate principal amount of Revolving Credit Advances outstanding after giving effect to all Borrowings on the Effective Date) shall not exceed $70,000,000. (d) Before giving effect to the Merger and the other transactions contemplated by this Agreement, there shall have occurred no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of (x) the Borrower and its Subsidiaries, taken as a whole, since October 31, 1998, and (y) the Company and its Subsidiaries, taken as a whole, since January 30, 1999. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of (x) the Borrower and its Subsidiaries, taken as a whole, or (y) the Company and its Subsidiaries, taken as a whole, other than the matters described on Schedule II (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of the Merger, this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower, Company or any of their respective Subsidiaries, of the Disclosed Litigation from that described on Schedule II. (f) All governmental and third party consents and approvals necessary in connection with the Transaction and the Facilities shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods shall have expired without any adverse action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Transaction or the Facilities. (g) All of the information provided by or on behalf of the Borrower or by or on behalf of the Company to the Administrative Agent and the Lender Parties prior to their commitment in respect of the Facilities (the "Pre-Commitment Information") shall, taken as a whole, be true and correct in all material respects; and no additional information shall have come to the attention of the Administrative Agent or the Lender Parties that is inconsistent in any material adverse respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (h) The Borrower shall have paid all accrued fees of the Administrative Agent’s receipt of . (i) The Administrative Agent shall have received on or before the Effective Date the following, each of which shall be originals, facsimiles or PDFs dated such day (followed promptly by originals) unless otherwise specified), in form and substance satisfactory to the Lender Parties (unless otherwise specified) and (except for the Notes) in sufficient copies for each properly executed by a Responsible Officer of the BorrowerLender Party: (i) executed counterparts The Notes payable to the order of this Agreement satisfying the requirements of Section 11.10;Lenders. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving the Merger, this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a customary party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Merger, this Agreement, the Notes, each other Loan Document and each Related Document. (iii) A copy of the charter of the Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iv) A copy of a certificate of the Secretary or Assistant Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Effective Date, listing the charter of the Borrower attaching copies and each other Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's or such other Loan Party's charter on file in his office, (B) the Borrower and each other Loan Party have paid all franchise taxes to the date of such certificate and (C) the Borrower and each other Loan Party are duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (v) A copy of a certificate of incorporation the Secretary of State of each state where the Borrower and by-laws each other Loan Party has a place of business, dated reasonably near the Effective Date, stating that the Borrower is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate; and (vi) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(j)(iii), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the Effective Date, a (C) the due incorporation and good standing certificate for it from of the Secretary of State Borrower and such other Loan Party as a corporation organized under the laws of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing executionDelaware, delivery and performance of this Agreement and the absence of any proceeding for the dissolution or liquidation of the Borrower, the Company or such other Loan Documents to which it is a party; and Party, (iiiD) a customary incumbency certificate in respect of each the truth of the officers of the Borrower who are authorized to sign this Agreement representations and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications warranties contained in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct as though made on and as of the Effective Date and there shall be no Default hereunder(E) the absence of any event occurring and continuing, and or resulting from the Borrower shall have delivered initial Borrowing occurring on the Effective Date, that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (evii) The A certificate of the Secretary or an Assistant Secretary of the Borrower shall have received and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes, each other Loan Document and each Related Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (viii) An amended and restated security agreement in substantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by the Borrower and each Subsidiary Guarantor, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt referred to therein indorsed in blank, (B) signed originals of proper financing statements, to be filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the Effective Date, 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 the Company as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the terms of the Security Agreement, (F) copies of the Assigned Agreements referred to in the Security Agreement, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken. (ix) An amended and restated pledge agreement in substantially the form of Exhibit E (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by Holding, together with (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (B) signed originals of proper financing statements, to be filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interest created under the Pledge Agreement, covering the Collateral, described in the Pledge Agreement, (C) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements field in the jurisdictions referred to in clause (B) above that name Holding as debtor, together with copies of such other financing statements, and (D) evidence that all other action that the Administrative Agent may deem necessary or desirable to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (x) a copy An amended and restated subsidiary guaranty in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor. (xi) Certified copies of each of the fully Related Documents in existence on such date, duly executed Purchase Agreementby the parties thereto and in form and substance satisfactory to the Lender Parties, (y) a copy of the Business Combination Agreementtogether with all agreements, instruments and (z) a copy of the Offer Announcementother documents delivered in connection therewith, in each casecase certified by a Responsible Officer. (xii) Certificates, in substantially the form of Exhibit G, attesting to the Solvency of each Loan Party after giving effect to the Merger and the other transactions contemplated hereby, from its chief financial officer. (xiii) Evidence of insurance naming the Administrative Agent as insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance. (xiv) Certified copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries. (xv) Certified copies of all Material Contracts of each Loan Party and its Subsidiaries, in each case certified by a Responsible Officer, to the extent not previously furnished. (xvi) A Borrowing Base Certificate. (xvii) A favorable opinion of Sullivan & Worcester, counsel for the Borrower an▇ ▇▇▇▇▇▇g, in substantially the form of Exhibit H hereto and as to such other matter as any Lender Party through the Administrative Agent may reasonably request. (xviii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the LendersAdministrative Agent.

Conditions Precedent to Effective Date. The effectiveness agreement of this Agreement each Lender to make the initial Extension of Credit requested to be made by it is subject to the satisfaction satisfaction, on or before June 30, 2016, of the following conditions precedentprecedent set forth in this Section 4.01: (a) The Receipt by Administrative Agent’s receipt Agent of each of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) pdf copies unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerapplicable Loan Party, each dated on, or in the case of third party certificates, recently before, the Effective Date and each in form and substance reasonably satisfactory to Administrative Agent: (i) executed Executed counterparts of (a) this Agreement satisfying Agreement, executed and delivered by Borrower, Administrative Agent and each Person listed on Schedule 2.01 and (b) the Guarantee Agreement, executed and delivered by each Guarantor (provided that the requirements of Section 11.10this clause (i) may be satisfied by customary written evidence reasonably satisfactory to Administrative Agent (which may include electronic transmission of a signed signature page) that such party has signed a counterpart to this Agreement or the Guarantee Agreement (as applicable)); (ii) Administrative Agent shall have received a customary certificate of each Loan Party, dated the Secretary Effective Date and executed by a secretary, assistant secretary or Assistant Secretary Responsible Officer thereof, which shall (A) certify that attached thereto are (x) a true and complete copy of the Borrower attaching copies certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation incorporation, formation or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as in effect on of the Effective DateDate and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) a good standing certificate for it from the Secretary of State true and complete copy of the State of Delaware dated resolutions or written consent, as of a recent date and resolutions applicable, of its Board board of Directors directors, board of managers, sole member or other applicable governing body authorizing the execution, delivery and performance of this Agreement the Loan Documents, and, in the case of Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the other signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it such Loan Party is a partyparty on the Effective Date; (iii) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(e) and (f) have been satisfied and (B) that there has been no event or circumstance since the date of the Reference Statements which has a Material Adverse Effect; (iv) An opinion of counsel to Borrower in form and substance reasonably satisfactory to Administrative Agent; and (iiiv) a customary incumbency certificate All information requested by any Lender in respect of each of writing at least five Business Days prior to the officers of Effective Date, to the extent necessary to enable such Lender to identify Borrower who are authorized and Guarantors to sign this Agreement the extent required for compliance with the PATRIOT Act or other “know your customer” rules and regulations (which requested information shall have been received at least two Business Days prior to the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyEffective Date). (b) All Any fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers on or any Lender prior to before the Effective Date shall have been paid. (c) Administrative Agent shall have received notice that substantially simultaneously with the Effective Date, the Existing Credit Agreement shall have been terminated in accordance with the terms of the Existing Credit Agreement, and all principal, interest and fees owing thereunder shall have been paid. (d) Lenders shall have received (i) audited consolidated financial statements of Borrower and its Subsidiaries for the most recent fiscal year ended prior to the extent that Effective Date as to which such invoices have been presented financial statements are available and (ii) unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. The documents referred to in the preceding sentence shall be deemed delivered hereunder by the filing by Borrower of its quarterly report on Form 10-Q or annual report on Form 10-K (as applicable) on the date on which such documents are posted on Borrower’s behalf on an Internet website to which each Lender and Administrative Agent has access. (e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at least two (2) Business Days prior to any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date. (cf) The Arrangers No Default or Event of Default shall have received occurred and be continuing. (g) Unless waived by Administrative Agent, Borrower shall have paid all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, Attorney Costs of Administrative Agent to the USA PATRIOT Act, in each case that has been requested in writing extent invoiced prior to or on the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Borrower and its Subsidiaries, including the Borrower. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of organization of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested relating to the Borrower. (e) Since December 31, 2017, except to the extent disclosed in writing any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, in each case filed by the Borrower with the Securities and Exchange Commission after such date and on or prior to the Effective Date. (d) , there shall not have occurred any event or condition that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or about such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) Certified copies of the Borrower’s articles of incorporation, certificate of incorporation and bylaws (or comparable organizational documents) and any amendments thereto; (iii) A certificate of the Borrower attaching a certificate of commercial registry (rireki jikou zenbu shomeisho) of the Borrower issued by a Legal Affairs Bureau and certifying that all information required to be registered under the laws of Japan has been registered in the commercial registry; (iv) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (v) A favorable opinion letter of each of (i) Linklaters LLP and (ii) Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Public Debt Rating as of a reasonably recent date prior to the Effective Date. (e) The Administrative Agent shall have received a copy, certified by the Borrower, of the Original Scheme Press Release. (f) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the Criminal Proceeds Transfer Prevention Act of Japan (Law No. 22 of 2007, without limitation, as amended) and the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective DateBorrower and its Subsidiaries, including the Borrower. (dg) The representations Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Borrower as its agent to receive service of process as specified in this Agreement, and warranties confirming that such appointment is in full force and effect and applies to this Agreement in all respects. (h) The Arrangers shall have received a copy of the Disclosure Letter, it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Disclosure Letter. The Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement L▇▇▇▇▇’s obligation to execute the Loan Documents is subject to the satisfaction condition precedent that L▇▇▇▇▇ shall have received, in form and substance satisfactory to Lender, such documents, and completion of the following conditions precedentsuch other matters, as Lender may have reasonably requested, including, without limitation: (a) The Administrative Agent’s receipt of duly executed original signatures to the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10Loan Documents; (iib) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Operating Documents and bylong-laws as in effect on the Effective Date, a form good standing certificate for it from certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware dated organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a recent date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of Borrower with respect to B▇▇▇▇▇▇▇’s Operating Documents, incumbency, specimen signatures and resolutions of its Board of Directors authorizing execution, the execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date.; (d) The representations and warranties certified copies, dated as of a recent date, of financing statement searches, as Lender may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Borrower contained Liens indicated in ARTICLE V any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (other than Section 5.14e) or any other Loan Document shall be true and correct on and the Perfection Certificate(s) of B▇▇▇▇▇▇▇, together with the duly executed original signature thereto; (f) a legal opinion of B▇▇▇▇▇▇▇’s counsel dated as of the Effective Date and there shall be no Default hereunder, and together with the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d).duly executed original signature thereto; (e) The Borrower shall have received (xg) a copy of the fully executed Purchase B▇▇▇▇▇▇▇’s Amended and Restated Stockholders’ Agreement, dated as of October 1, 2018 and any amendments thereto; (yh) a copy evidence satisfactory to Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect; (i) the completion of the Business Combination Agreement, Initial Audit with results satisfactory to Lender in its sole and absolute discretion; and (zj) a copy payment of the Offer Announcement, fees and Lender Expenses then due as specified in each case, in form and substance satisfactory to the LendersSection 2.4 hereof.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 5.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.175% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date.; (c) 5.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationseach Lender in their respective capacities, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 5.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 5. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Effective Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingSince May 31, each of which 2007 there shall not have occurred and be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebycontinuing any Material Adverse Effect. (b) All fees required by governmental and third party consents and approvals necessary in connection with the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date transactions contemplated hereby shall have been paid, obtained (without the imposition of any conditions that are not acceptable to the extent Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that such invoices have been presented to restrains, prevents or imposes materially adverse conditions upon the Borrower at least two (2) Business Days prior to the Effective Datetransactions contemplated hereby. (c) The Arrangers Borrower shall have received paid all documentation reasonable invoiced fees and other information out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Agreement), including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the extent invoices therefor have been received at least one Business Day before such Effective Date. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be 5.01 are true and correct on and as of the Effective Date Date, and (ii) No event has occurred and there shall be no Default hereunder, and the Borrower shall have delivered is continuing that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (e) [RESERVED]. (f) The Borrower Agent shall have received (x) a copy of on or before the fully executed Purchase AgreementEffective Date the following, (y) a copy of each dated the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each caseEffective Date, in form and substance satisfactory to the LendersAgent: (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.19. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder. (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, in the form of Exhibit D-2. (v) A certificate of a duly authorized officer of the Borrower dated the Effective Date demonstrating compliance with the financial covenant contained in Section 6.02(c) as of the end of the fiscal quarter most recently ended prior to the Effective Date as to which financial statements are referred to in Section 5.01(e) or, if later, for which financial statements have been delivered to the Lenders pursuant to Section 6.01(g).

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:precedent on or prior to the Effective Date (with any document specified below to be in form and substance satisfactory to the Administrative Agent and the Required Lenders): (a) The Administrative Agent’s receipt this Agreement executed and delivered by the parties hereto; (b) a Bank Note executed by each Borrower in favor of each Lender that has requested a Bank Note; (c) the Guaranty executed and delivered by the Company; (d) a copy of the followingconstitutional documents and/or bylaws of the Company and each Borrower; (e) written opinions of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as New York counsel to the Borrowers, (ii) Linklaters LLP, as England & Wales counsel to the Lenders, (iii) Linklaters Singapore Pte. Ltd., as Singapore counsel to the Lenders, (iv) ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, as Swiss counsel to the Borrowers and (v) ▇▇▇▇▇▇ ▇▇▇▇▇, as Dutch counsel to the Borrowers, in each of which shall be originals, facsimiles or PDFs case dated the Effective Date and addressed to the Administrative Agent and the Lenders; (followed promptly by originalsf) unless otherwise specified, each properly executed a certificate signed by a Responsible Officer of the BorrowerCompany dated the Effective Date and stating that: (i) executed counterparts the representations and warranties contained in Article Four of this Agreement satisfying are true and correct in all material respects (or, to the requirements extent qualified by materiality or Material Adverse Effect, in all respects) on and as of Section 11.10the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date; (ii) a customary certificate since December 31, 2024, there shall have occurred no material adverse change in the financial condition of the Secretary Company and its Subsidiaries taken as a whole, nor shall there have occurred a change in the laws, rules, guidelines or Assistant Secretary regulations (or the interpretation or administration thereof) applicable to the Borrowers that materially affects the ability of the Borrowers to perform their respective obligations hereunder or under any Related Document; and (iii) no Event of Default or Potential Default has occurred and is continuing, or would result from the execution, delivery or performance of this Agreement or any Related Document to which any Borrower attaching copies is a party. (g) a copy of its certificate resolutions of incorporation the Governing Body of each Borrower and by-laws all other necessary corporate approvals, if any, certified as in effect on of the Effective DateDate by a duly authorized officer of such ▇▇▇▇▇▇▇▇, a good standing certificate for it from authorizing, among other things, the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance by such Borrower of this Agreement and the other Loan Related Documents to which it is a party; andparty and which are being executed and delivered as of the Effective Date; (iiih) true and correct copies of all Governmental Approvals, if any, necessary for the Borrowers to execute, deliver and perform the Related Documents; (i) evidence that the Borrowers have received all consents and other approvals from creditors necessary for them to execute, deliver and perform the Related Documents; (j) a customary incumbency certificate in respect of a duly authorized officer or director of each Borrower certifying the names and true signatures of the officers or director of the such Borrower who are authorized to sign this Agreement and the other Loan Related Documents on to which it is or will be a party; (k) evidence that (A) each Borrower is duly organized, incorporated, established, formed and validly existing under the laws of its behalf jurisdiction of organization, incorporation, establishment or formation (to the extent such concept applies in such jurisdiction), (B) the Company is in good standing in the States of Delaware and who will(C) each other Borrower is in good standing (to the extent such concept applies in such jurisdiction) under the laws of its jurisdiction of organization, until replaced incorporation, establishment or formation; (l) a copy of the Investment Policy of the Company, certified to be true, correct and complete by another the chief financial officer or officers duly authorized for other appropriate financial officer of the Company; (m) evidence that purpose, act as its representative the Company shall have paid (i) to the Administrative Agent for the purposes account of signing documents the Lenders (including Bank of America), the upfront fees set forth in the Fee Letter and giving notices (ii) all other fees and other communications in connection with this Agreement, amounts due to the other Loan Documents Administrative Agent and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable Lenders on or prior to the Effective Date pursuant Date; (n) all Indebtedness owing under the Existing Credit Agreement shall be repaid in full and the commitments thereunder shall be terminated on or prior to the Fee LettersEffective Date; (o) by upon the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or reasonable request of any Lender prior to the Effective Date shall have been paid, to the extent date that such invoices have been presented to the Borrower is at least two ten (210) Business Days days prior to the Effective Date. (c) The Arrangers shall have received all Date and to such Lender’s reasonable satisfaction, the documentation and other information required by regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the USA PATRIOT Patriot Act, and any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (p) in relation to the Dutch Borrower, an up-to-date extract from the Dutch trade register (handelsregister); (q) such other documents, certificates and opinions as the Administrative Agent or any Lender may reasonably request; and (r) satisfaction of the Administrative Agent and the Required Lenders that no law, regulation, ruling or other action of the United States, the State of New York, the State of Illinois, or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the any of the parties hereto from fulfilling its obligations under this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 7.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each case Lender that has been requested in writing 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 Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the proposed Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)specifying its objection thereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness obligation of this Agreement each Bank to make its initial Extension of Credit hereunder is subject to the satisfaction of the following condition that all conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles precedent set forth in Section 4.1 have been satisfied or PDFs (followed promptly waived by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, and the Arrangers Administrative Agent shall have received on or any Lender prior to before the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each casefollowing, in form and substance satisfactory to the LendersAdministrative Agent: (a) Completion of Bellcore Acquisition. (i) Evidence that the Bellcore Acquisition is being, or concurrently herewith is being, completed on the Effective Date substantially in accordance with the Bellcore Purchase Agreement, which, except as set forth in Schedule 4.2(a)(i), is in substantially the form of such documents previously provided to the Administrative Agent, and, except as set forth in Schedule 4.2(a)(i), the Bellcore Acquisition is being completed substantially in accordance with the terms of the Bellcore Purchase Agreement without any material waiver or amendment not consented to by the Banks; provided that changes to schedules 4.3(a), 4.3(c), 4.7, 4.8, 4.9(a) and 4.10 to the Bellcore Purchase Agreement shall not be deemed material for purposes of this subsection. The Bellcore Purchase Agreement is in full force and effect and, to Borrower's knowledge, no party is in default thereunder. All necessary or required material approvals, consents, exemptions, authorizations, and other actions by, or notices to, or filings with, all Governmental Authorities in connection with the completion of the Bellcore Acquisition have been obtained; (ii) after giving effect to the Bellcore Acquisition: (A) the representations and warranties contained in Section 5 are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing or would result therefrom, and (C) there has occurred since January 31, 1997, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; 52 (iii) before and after giving effect to the Bellcore Acquisition, no Bellcore Material Adverse Effect has occurred; and

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 4.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.15% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date.; (c) 4.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Lenders constituting the Majority Lenders, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 4.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, 007870-0083-Active.30486203.9 compliance with the conditions set forth in this clause (d). (e) The Borrower Section 4. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed among the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The receipt by the Administrative Agent’s receipt Agent of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerrelevant signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Guaranty; (ii) each Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: (A) [reserved]; (B) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a customary manner reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the applicable secretary of state of the Borrower attaching state of organization of each Loan Party, (B) copies attached thereto of its the certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as (or similar organizational documents) of a recent date and from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of its Board the board of Directors directors or other applicable authorizing executionbody or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, delivery subject to the limitations set forth in such resolutions, and performance (D) the names and true signatures of the officers of such Loan Party executing this Agreement and the other documents to be executed and delivered by such Loan Party hereunder; (iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below; (v) an opinion from Weil, Gotshal and Manges LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which it is the Collateral Agent shall have requested to be so named; (vii) a partycopy of (A) a duly executed and effective payoff letter with respect to the that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Parties of their obligations thereunder, (B) UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility; (viii) copies of a recent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (ix) an executed Perfection Certificate; and (iiix) a customary incumbency solvency certificate in respect the form of each Exhibit I, dated the Effective Date and executed by a Financial Officer of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyBorrower. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced reasonable and documented out-of-pocket expenses (including Attorney Costs) required to be paid by hereunder, including the Borrowerreasonable and documented fees of King & Spalding LLP, legal counsel to the Administrative Agent, the Arrangers Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or any Lender prior to such shorter period as agreed by the Borrower) before the Effective Date shall have been paid, paid in full in cash. (c) [reserved]. (d) The Administrative Agent shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for each fiscal month ended at least forty-five (45) days before the Effective Date and (b) projected statements of cash flows and availability of the Borrower and its subsidiaries giving effect to the extent Transaction and covering the immediately succeeding three (3) years after the Effective Date in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that such invoices it is understood and agreed that the Closing Projections that have been presented delivered to the Borrower Administrative Agent are acceptable to the Administrative Agent. (e) The Administrative Agent shall have received a duly executed Notice of Borrowing. (f) The Administrative Agent shall have received at least two one (21) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation Date in order to allow the Administrative Agent and other information required by regulatory authorities under the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, Act and (ii) a Beneficial Ownership Certification in each case that has been requested in writing prior relation to the Borrower. (g) The following statements shall be true and correct on the Effective Date., both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof: (di) The the representations and warranties of the Borrower and each other Loan Party contained in ARTICLE Article V (other than Section 5.14) or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom; (iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and (iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its objection thereto. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing and there the acceptance by the Borrower of the proceeds of each Loan requested therein, shall be no Default hereunder, deemed to constitute a representation and warranty by the Borrower shall have delivered a certificate from a Responsible Officer certifying to that the satisfaction of the condition precedent conditions specified in this clause (d). (e) The Borrower shall above have received (x) a copy been satisfied on and as of the fully executed Purchase Agreement, (y) a copy date of the Business Combination Agreement, and (z) a copy making of the Offer Announcement, in each case, in form and substance satisfactory to the Lenderssuch Loan.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Effective Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingSince May 31, each of which 2005 there shall not have occurred and be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebycontinuing any Material Adverse Effect. (b) All fees required by governmental and third party consents and approvals necessary in connection with the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date transactions contemplated hereby shall have been paid, obtained (without the imposition of any conditions that are not acceptable to the extent Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that such invoices have been presented to restrains, prevents or imposes materially adverse conditions upon the Borrower at least two (2) Business Days prior to the Effective Datetransactions contemplated hereby. (c) The Arrangers Borrower shall have received paid all documentation reasonable invoiced fees and other information out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Agreement), including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the extent invoices therefor have been received at least one Business Day before such Effective Date. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be 5.01 are true and correct on and as of the Effective Date Date, and (ii) No event has occurred and there shall be no Default hereunder, and the Borrower shall have delivered is continuing that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (e) The Borrower Agent shall have received satisfactory evidence that the $3,000,000,000 364-Day Revolving Credit Facility, dated March 18, 2005 shall have been terminated and all amounts thereunder shall have been paid in full. (xf) a copy of The Agent shall have received on or before the fully executed Purchase AgreementEffective Date the following, (y) a copy of each dated the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each caseEffective Date, in form and substance satisfactory to the LendersAgent: (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.19. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder. (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, counsel for the Borrower, in the form of Exhibit D-2. (v) A certificate of an Authorized Representative dated the Effective Date demonstrating compliance with the financial covenants contained in Section 6.02 as of the end of the fiscal quarter most recently ended prior to the Effective Date for which financial statements have been delivered to the Lenders pursuant to Section 6.01(g); provided that such certificate shall also incorporate capitalization as of November 30, 2005, as adjusted after giving effect to the Bond Issuance.

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement the Effective Date is subject to the satisfaction of the following conditions precedent: (a) The the Administrative Agent shall have received evidence that the First Lien Notes and the Second Lien Notes shall have been issued pursuant to the First Lien Indenture and the Second Lien Indenture in an aggregate amount of not less than the sum of $1,100,000,000 plus the Effective Date Reduction Amount (of which amount not more than an amount equal to the sum of $500,000,000 plus the Effective Date Reduction Amount shall be attributable to the issuance of the First Lien Notes), and the net cash proceeds thereof shall have been remitted to the Administrative Agent’s receipt of ; provided that on and after giving effect to the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of transactions to occur on the Borrower: Effective Date (i) executed counterparts the aggregate amount of this Agreement satisfying First Lien Obligations shall not exceed $1,400,000,000 and (ii) the requirements aggregate amount of Section 11.10First Lien Obligations and Second Lien Obligations shall not exceed $2,000,000,000; (iib) a customary certificate the Administrative Agent shall have received evidence that the Replacement Lenders shall have made the Term Loans contemplated by Section 2.01 in the amounts set forth on Schedule 2.01 and that concurrently with the occurrence of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State Existing Loans have been repaid (and any corresponding commitments have been terminated) in an aggregate amount which reduces the outstanding principal balance of the State Loans to $900,000,000 less the Effective Date Reduction Amount; (c) the Administrative Agent shall have received the Sponsor Equity Contributions; (d) each of Delaware dated as the Circus Deeds of a recent date and resolutions of its Board of Directors authorizing executionTrust, delivery and performance of this the MGM Resorts Completion Guarantee, the First Lien Intercreditor Agreement and the other Loan Documents General Intercreditor Agreement shall have been duly executed by the relevant parties and shall have become effective by their respective terms; (e) all fees and expenses required to be paid to the Administrative Agent and MLPFS on or before the Effective Date shall have been paid and the Administrative Agent shall have received and shall be in a position to pay to all Lenders the fees contemplated by Section 2.06; (f) none of the final offering memorandum in respect of the First Lien Notes and the Second Lien Notes, the First Lien Indenture nor the Second Lien Indenture shall contain any terms or provisions which it is a partyare materially adverse to the Lender Secured Parties and materially different from those in the Draft Offering Memo unless otherwise agreed by the Required Lenders; (g) no Default shall exist, or would result from the occurrence of the Effective Date; and (iiih) a customary incumbency certificate in respect the Administrative Agent shall have received opinions of each of the officers of the ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Borrower who are authorized and its Subsidiaries, Lionel, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Nevada counsel to sign this Agreement Borrower and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the BorrowerSubsidiaries, and all invoiced expenses (including Attorney Costs) required ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to be paid by MGM Resorts and its Subsidiaries, covering such matters, as the Borrower, Administrative Agent may request and addressed to the Administrative Agent, the Arrangers or any Lender Collateral Agent and each Lender. Upon the satisfaction of the foregoing conditions, the Administrative Agent is hereby authorized to, and shall, make the payments contemplated by Section 2.01 and Section 2.06, remit the amounts described in Section 4.01(a)(xxi) above to the Interest Escrow Account and this Agreement shall concurrently become effective to amend and restate the Existing Credit Agreement in its entirety. Notwithstanding the foregoing, unless each of the conditions set forth in this Section 4.02 is satisfied prior to 5:00 p.m., New York City time, on January 31, 2010, the Effective Date shall have been paidnot occur, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers this Agreement shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitationnot become effective, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties commitments of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document Replacement Lenders to make replacement Term Loans hereunder shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, terminate and the Borrower Existing Credit Agreement shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent remain in this clause (d)full effect. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Lenders’ Commitments shall not become effective hereunder until the satisfaction date (the “Effective Date”) on which each of the following conditions precedentshall be satisfied (or waived in accordance with Section 9.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt Agent shall have received each of the followingfollowing documents, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of dated the BorrowerEffective Date and in form and substance satisfactory to the Administrative Agent: (i) This Agreement, duly executed counterparts and delivered by each of this Agreement satisfying the requirements of Section 11.10;Borrowers. (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching Certified copies of its certificate of incorporation (w) the charter and by-laws as in effect of each Borrower, (x) the resolutions of the board of directors (or equivalent governing body) of each Borrower authorizing and approving this Agreement, the Guaranty and the Notes and the transactions contemplated by the Loan Documents, (y) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (z) a long form good standing certificate (or its equivalent) for each such Borrower from its jurisdiction of organization. (iii) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to sign this Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder. TERM LOAN AGREEMENT FMC CORPORATION (b) The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid and due on the Effective Date and all expenses for which invoices have been presented at least two Business Days prior to the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, amounts then payable under the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (dAgency Fee Letter). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness Article II hereof shall be effective on and as of this Agreement is subject to the satisfaction date (the "Effective Date"), on which each of the following conditions precedentprecedent shall have been satisfied or duly waived: (a) The Administrative Agent’s receipt There shall have been no adverse change since June 3, 1996 in the corporate and legal structure and capitalization of each A Company, each Designated Operating Company and the Bank, including the terms and conditions of the followingcharter, bylaws and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization, except as contemplated by existing consents, amendments and waivers delivered in connection with the Existing Credit Agreement; the Lenders shall be satisfied with the corporate and legal structure and capitalization of each of which shall be originalsNational Health Care Group Inc., facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedRevlon Guarantor, each properly executed by a Responsible Officer Revlon Holdings Inc., Revlon Worldwide Corporation and Revlon, including the terms and conditions of the Borrower:charter, by-laws and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization. (b) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since December 31, 1995 relating to any of the Loan Parties, the FN Parties and the Designated Operating Companies. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any of the Loan Parties, the FN Parties and the Designated Operating Companies pending or threatened before any court, governmental agency or arbitrator that (i) executed counterparts would be reasonably likely to have a Material Adverse Effect (in the case of this Agreement satisfying clause (a) of the requirements of Section 11.10; definition thereof, the term "Person" shall refer to such Loan Party, such FN Party or such Designated Operating Company, as the case may be) or (ii) a customary certificate purports to affect the legality, validity or enforceability of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the any Note, any other Loan Documents and Document, any Related Document, any FN Document or the consummation of the transactions contemplated hereby and thereby. (bd) All fees required by the Loan Documents to be paid (including fees payable on or prior Nothing shall have come to the Effective Date pursuant to attention of the Fee Letters) by Lenders in respect of any of the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative AgentA Companies, the Arrangers Designated Operating Companies or the Bank that is inconsistent with or different from in any Lender prior to adverse respect any of the Effective Date results of the due diligence investigations of such Persons conducted in connection with the Original Credit Agreement, the Second Credit Agreement, the Third Credit Agreement or the Existing Credit Agreement; the Lenders shall be satisfied with the results of their due diligence investigation of National Health Care Group Inc., Revlon Guarantor, Revlon Holdings Inc., Revlon Worldwide Corporation and Revlon; and the Lenders shall have been paid, given such access to the extent that such invoices have been presented to management, records, books of account, contracts and properties of each A Company, each Designated Operating Company or the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers Bank as they shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Daterequested. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness agreement of this Agreement each Lender to make the initial Extension of Credit requested to be made by it is subject to the satisfaction satisfaction, on or before October 31, 2005 of the following conditions precedentprecedent set forth in this Section 4.01: (a) The Unless waived by all Lenders, receipt by Administrative Agent’s receipt Agent of each of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerapplicable Loan Party, each dated on, or in the case of third-party certificates, recently before, the Effective Date and each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) executed Executed counterparts of (A) this Agreement satisfying Agreement, executed and delivered by each Co-Borrower, each Agent and each Person listed on Schedule 2.01 and (b) the requirements of Section 11.10Guarantee Agreement, executed and delivered by each Guarantor; (ii) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a customary certificate of the Secretary Responsible Officer thereof; (iii) Such evidence as Administrative Agent may request to verify that each Loan Party is duly organized or Assistant Secretary of the Borrower attaching formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of its organizational documents, certificates of good standing and/or qualification to engage in business; (iv) A certificate signed by a Responsible Officer of incorporation Borrower certifying (A) that the conditions specified in Sections 4.01(c), (e) and by-laws (f) have been satisfied, (B) that there has been no event or circumstance since the date of the Reference Statements which has a Material Adverse Effect, and (C) as in effect on to the Debt Ratings as of the Effective Date, a good standing certificate for it from the Secretary ; (v) An opinion of State of the State of Delaware dated as of a recent date counsel to Borrower in form and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents substance reasonably satisfactory to which it is a partyAdministrative Agent; and (iiivi) a Such other customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who willcertificates, until replaced by another officer documents or officers duly authorized for that purpose, act opinions as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyAdministrative Agent or Required Lenders reasonably may require. (b) All Any fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers on or any Lender prior to before the Effective Date shall have been paid. (c) The applicable lenders shall have received any principal, interest or fees owing under the Existing Credit Agreement. The Co-Borrowers hereby agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the extent effectiveness of this Agreement. The Lenders that such invoices have been presented are parties to the Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement, hereby agree that the commitments under the Existing Credit Agreement shall terminate as set forth in this Section 4.01(c). The transactions described in this Section 4.01(c) are collectively referred to as the “Refinancing.” (d) Lenders shall have received (i) satisfactory audited consolidated financial statements of Borrower at least two (2) Business Days and its Subsidiaries for the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date. (cf) The Arrangers No Default or Event of Default shall have received occurred and be continuing. (g) Unless waived by Administrative Agent, Borrower shall have paid all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, Attorney Costs of Administrative Agent to the USA PATRIOT Act, in each case that has been requested in writing extent invoiced prior to or on the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement. (b) Certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certifying the Borrower’s certificate of incorporation and by-laws as in effect on and certifying the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date names and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyNotes. (bd) A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) All costs, fees, expenses (including, without limitation, legal fees required and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Loan Documents Fee Letters payable to be the Arranger, the Administrative Agent or the Lenders shall have been paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the BorrowerDate, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that such invoices have been presented required by the Fee Letters or this Agreement to the Borrower at least two (2) Business Days be paid on or prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation. Promptly upon the occurrence thereof, the USA PATRIOT Act, in each case that has been requested in writing prior Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived by the Required Lenders): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a partysigned signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) [Reserved.] (c) [Reserved.] (d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer: (i) Certifying that no Default or Event of Default shall have occurred or would occur and be continuing on the Effective Date; (ii) Certifying that the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the Closing Date, in which case such representations and warranties shall not be required to be made on the Effective Date); (iii) Certifying that as of the Effective Date the commitments under the Bridge Facility shall be reduced by $6,000,000,000 substantially concurrent with the occurrence of the Effective Date; and (iiiiv) a customary incumbency certificate in respect of each Enclosing: (A) Copies of the officers Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and (B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower who are authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower. (e) The Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; (ii) A customary certificate of the Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced documents to be delivered by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Borrower hereunder; and (biii) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, A favorable opinion letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in form and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, substance reasonably satisfactory to the Administrative Agent, the Arrangers or any Lender prior . The Borrower hereby requests such counsel to the Effective Date deliver such opinion. (f) [reserved] (g) The Administrative Agent shall have been paidreceived, to the extent that such invoices have been presented to the Borrower at least two (2) 3 Business Days prior to the Effective Date. (c) The Arrangers shall have received , so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Borrower. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived by the Required Lenders), and there such notice shall be no Default hereunderconclusive, binding and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)final. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction date upon which all of the following conditions precedentshall be satisfied shall be the “Effective Date”: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts have received copies of this Amending Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) No. 5 executed by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the BorrowerGuarantor, to the Administrative Agent, the Arrangers or any Lender prior to Majority Lenders and all Tranche E Lenders; (b) the Effective Date shall have been paid, to conditions precedent in Section 6.02 of the extent that such invoices have been presented to Credit Agreement are satisfied on the Borrower at least two (2) Business Days prior to the Effective Tranche E Funding Date.; (c) The Arrangers the Borrower, the Guarantor and each other Global Group Entity shall have received all documentation delivered a confirmation of guarantees and other information required by regulatory authorities under applicable “know your customer” security in form and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior substance reasonably satisfactory to the Effective Date.Administrative Agent; (d) The representations a certified copy of (i) the charter documents and warranties by-laws of the Borrower contained in ARTICLE V and the Guarantor; (other than Section 5.14ii) the resolutions of the board of directors (or any duly authorized committee thereof) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, Borrower approving this Amending Agreement No. 5 and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction completion of all transactions contemplated thereunder; and (iii) all other instruments evidencing necessary corporate action of the condition precedent in this clause (d).Borrower and the Guarantor and of any required Authorization with respect to such matters; (e) The a certificate of the secretary or an assistant secretary of the Borrower and of the Guarantor certifying the names and true signatures of its respective officers authorized to sign this Amending Agreement No. 5 manually or by mechanical means; (f) certificates of compliance with respect to the Borrower and the Guarantor issued by Industry Canada; (g) favorable opinions of counsel to the Borrower and the Guarantor concerning corporate existence of the Borrower and the Guarantor, due authorization, execution and enforceability of this Amending Agreement No. 5, that Accommodations Outstanding under the Tranche E Credit Facilities will constitute permitted debt under the HCN Indenture and all existing Senior Unsecured Debt and Senior Subordinated Debt, that all Accommodations Outstanding, or anticipated to be outstanding pursuant to this Amending Agreement No. 5, under the Tranche E Credit Facilities constitute indebtedness to which the debt outstanding under the HCN Notes and Senior Subordinated Debt, respectively, is fully and indefeasibly subordinated, and such as other matters as may reasonably be required by legal counsel to the Administrative Agent; and (h) the Administrative Agent shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, such other certificates and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lendersdocumentation as it may reasonably request.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction date on which each of the following conditions precedentis satisfied or waived in writing by Agent and the Lenders: (a) This Agreement shall be executed by each Obligor party hereto, Agent and Lenders, and counterparts hereof as so executed shall have been delivered to Agent; (b) The Administrative Agent’s receipt Pledge Agreement, amendments to each of the followingCopyright Security Agreement, Patent Security Agreement, Trademark Security Agreement, and Deposit Account Control Agreements, in each of which case, shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by each applicable Obligor and Agent, and counterparts thereof as so executed shall have been delivered to Agent; (c) Agent shall have entered into an Intercreditor Agreement with Borrowers and Term Loan Agent in form and substance reasonably satisfactory to Agent; (d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a Responsible knowledgeable Senior Officer of Obligors certifying that, after giving effect to the Borrower: initial Loans and transactions hereunder occurring on the Effective Date, (i) executed counterparts the Obligors (taken as a whole) are Solvent; (ii) no Default or Event of this Agreement satisfying Default exists; and (iii) the requirements representations and warranties set forth in Section 9 are true and correct in all material respects as of Section 11.10the Effective Date, except to the extent such representations and warranties are made on and as of a specified date (and not required to be brought down to the Effective Date), in which case the same shall continue on the Effective Date to be true and correct as of the applicable specified date (or, in the event such representations and warranties are qualified by materiality or material adverse effect or language of similar import, such representations shall be true and correct in all respects as of the Effective Date); (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) a customary certificate that an attached copy of resolutions authorizing execution and delivery of the Secretary Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or Assistant revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that the charter documents of each Obligor have not been amended or modified since the Second Restatement Effective Date, or if any such charter documents have been so amended or modified, Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization; (f) Agent shall have received good standing certificates, as applicable, for each Obligor, issued by the Borrower attaching Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification; (g) Agent shall have received final executed copies of its certificate of incorporation the Term Loan Documents, and by-laws all related agreements, documents and instruments as in effect on the Effective Date, a good standing certificate for it from Date all of which shall be reasonably satisfactory in form and substance to Agent and the Secretary of State transactions contemplated by such documentation shall be consummated prior or in simultaneously therewith the making of the State initial Advance; (h) Agent shall have received evidence that (substantially contemporaneously with the Effective Date) the Indenture has been discharged in accordance with its terms accordance with the terms of Delaware the Indenture; (i) Agent shall have received a written opinion of (x) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, (ii) Smith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P. and (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., all such opinions to be in form and substance reasonably satisfactory to Agent; (j) Agent shall have received a completed Perfection Certificate dated as the Effective Date and signed by a Senior Officer of a recent date and resolutions of its Board of Directors authorizing executionthe Company, delivery and performance of this Agreement and the other Loan Documents to which it is a partytogether with all attachments contemplated thereby; and (iiik) a customary incumbency certificate in respect Borrowers have paid all reasonable and documented out-of-pocket fees and expenses of each Agent and of the officers of the Borrower who are authorized legal counsel to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for Agent that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable have been invoiced on or prior to the Effective Date pursuant to in connection with the Fee Letters) by the Borrowerpreparation, negotiation, execution and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Datedelivery of this Agreement. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement is the Effective Date shall be subject to the satisfaction satisfaction, or waiver by the Debtors, the Required Consenting BrandCo Lenders and, to the extent required under the Restructuring Support Agreement, the Creditors’ Committee (except with respect to clause (xii) below, which may be waived by the Debtors in their sole discretion), of the following conditions precedent: : (ai) The Administrative Agent’s receipt of Confirmation and all conditions precedent thereto shall have occurred; (ii) the followingBankruptcy Court shall have entered the Confirmation Order and the Backstop Order, each of which shall be originalsFinal Orders and in form and substance acceptable to the Debtors and the Required Consenting BrandCo Lenders, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer and in the case of the Borrower: Confirmation Order, acceptable to the Creditors Committee to the extent required under the Restructuring Support Agreement; (iiii) executed counterparts of this Agreement satisfying the requirements of Section 11.10; Debtors shall have obtained all authorizations, consents, regulatory approvals, or rulings that are necessary to implement and effectuate the Plan; (iiiv) a customary certificate the final version of the Secretary Plan, including all schedules, supplements, and exhibits thereto, including in the Plan Supplement (including all documents contained therein), shall be in form and substance acceptable to the Debtors and the Required Consenting BrandCo Lenders (except to the extent that specific consent rights are set forth in the Restructuring Support Agreement with respect to certain Definitive Documents, which shall be subject instead to such consent rights), and reasonably acceptable to the Creditors’ Committee to the extent required under the Restructuring Support Agreement, and consistent with the Restructuring Support Agreement, including any consent rights contained therein; (v) all Definitive Documents shall have been (or Assistant Secretary shall, contemporaneously with the occurrence of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date be) executed and resolutions of its Board of Directors authorizing execution, delivery in full force and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrowereffect, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance consistent with the Restructuring Support Agreement, including any consent rights contained therein, and all conditions precedent contained in the Definitive Documents shall have been satisfied or waived in accordance with the terms thereof, except with respect to such conditions that by their terms shall be satisfied substantially contemporaneously with or after Consummation of the Plan; (vi) no Termination Notice or Breach Notice as to the Debtors shall have been delivered by the Required Consenting BrandCo Lenders under the Restructuring Support Agreement in accordance with the terms thereof, no substantially similar notices shall have been sent under the Backstop Commitment Agreement, and neither the Restructuring Support Agreement nor the Backstop Commitment Agreement shall have otherwise been terminated; (vii) Adversary Case Numbers 22-01167 and 22-01134 shall have been resolved in a form and manner satisfactory to the Debtors and the Required Consenting BrandCo Lenders.;

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, Agreement and any amendments thereto and (z) a copy of the Offer Announcementfully executed Convertible Bonds Purchase Agreement, , in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness Effective Date of this Agreement is subject to the satisfaction of the following conditions precedentprecedent before or concurrently with the Effective Date: (a) The Administrative Agent’s receipt Agent shall have received on or before the day of the initial Borrowing the following, each of which shall be originals, facsimiles or PDFs dated such day (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersAdministrative Agent (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender: (i) A Note duly executed by the Borrower and payable to the order of each Lender that has requested the same. (ii) This Agreement, the Security Agreement, and the Deposit Account Control Agreements, in each case, duly executed by the Loan Parties party hereto or thereto and the other parties hereto and thereto, as applicable, together with: (A) acknowledgment copies of proper financing statements, duly filed on or before the day of the initial Borrowing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents, covering the Collateral described therein, (B) completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (D) certified copies of the “Assigned Agreements” referred to in the Security Agreement (which shall include, without limitation, the Management Contracts (other than the Excluded Management Contracts) and all amendments thereto entered into on or before the Closing Date), together with a consent to such assignment from each party to such Assigned Agreements that is a Subsidiary or Affiliate of a Loan Party (other than the Loan Parties), in substantially the form of Exhibit C to the Security Agreement or otherwise in form and substance satisfactory to the Administrative Agent, (E) certificated Equity Interests in each direct and indirect Subsidiary that owns or leases any Collateral and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance acceptable to the Administrative Agent, and (F) evidence that all other actions that the Collateral Agent and/or the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement have been taken (including, without limitation, receipt of duly executed payoff letters, UCC termination statements, consents and confirmations).

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject following are conditions precedent to the satisfaction Effective Date of the following conditions precedentPlan: (a) The Administrative Agent’s receipt of the followingConfirmation Order, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of in form and substance reasonably acceptable to the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement Debtors and the other Loan Documents to which it is Plan Sponsor, having become a party; and (iii) a customary incumbency certificate Final Order and remaining in respect of each of the officers of the Borrower who are authorized to sign this Agreement full force and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.effect; (b) All fees all actions, agreements and documents, including the Plan Documents and the Plan Supplement, in form and substance consistent with, and in form and substance as required by the Loan Documents approvals and consents set forth in, the RSA, being filed with the Bankruptcy Court, executed and delivered, and any conditions (other than the occurrence of the Effective Date or certification by the Debtors that the Effective Date has occurred) contained therein having been satisfied or waived in accordance therewith; (c) a chapter 11 trustee, a responsible officer, or an examiner with enlarged powers relating to be paid the operation of the businesses of the Debtors (including fees payable on powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) not having been appointed in any of the Chapter 11 Cases; (d) the Amended Constituent Documents, in form and substance attached as Exhibits to the Plan Supplement, shall have been filed with the applicable authorities of the relevant jurisdictions of incorporation or formation and shall have become effective in accordance with such jurisdictions’ corporation or limited partnership laws; (e) the issuance of the New HIT Common Equity Interests, the New HITOP Interests, and the CVRs, and the consummation of the Exit Facility; (f) the RSA remaining in full force and effect and not having been terminated; (g) the payment of Restructuring Expenses incurred during the period prior to the Effective Date pursuant to the extent invoiced to the Debtors, except as otherwise provided in Section 3.3 hereof with respect to Professional Fee LettersClaims; (h) by the Borrowerall actions, documents, certificates, and all invoiced expenses (including Attorney Costs) required agreements necessary to be paid by the Borrower, implement this Plan having been effected or executed and delivered to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidrequired parties and, to the extent required, filed with the applicable Governmental Units in accordance with applicable laws obtaining; (i) all governmental and third-party approvals and consents, including Bankruptcy Court approval, as necessary in connection with the transactions provided for in this Plan, these approvals not being subject to unfulfilled conditions, being in full force and effect, and all applicable waiting periods having expired without any action having been taken by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such invoices have been presented transactions; and, (j) the payment and satisfaction in full of all statutory fees and obligations then due and payable to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties office of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)U.S. Trustee. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Effective Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingSince May 31, each of which 2008 there shall not have occurred and be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebycontinuing any Material Adverse Effect. (b) All fees required by governmental and third party consents and approvals necessary in connection with the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date transactions contemplated hereby shall have been paid, obtained (without the imposition of any conditions that are not acceptable to the extent Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that such invoices have been presented to restrains, prevents or imposes materially adverse conditions upon the Borrower at least two (2) Business Days prior to the Effective Datetransactions contemplated hereby. (c) The Arrangers Borrower shall have received paid all documentation reasonable invoiced fees and other information out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Agreement), including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the extent invoices therefor have been received at least one Business Day before such Effective Date. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be 5.01 are true and correct on and as of the Effective Date Date, and (ii) No event has occurred and there shall be no Default hereunder, and the Borrower shall have delivered is continuing that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (e) The Borrower shall have received (x) a copy paid all principal, interest, fees and other amounts which are unpaid and accrued under the Existing Credit Agreement as of the fully executed Purchase Effective Date, and shall have terminated all commitments under the Existing Credit Agreement (or such commitments shall have terminated) effective on or prior to the Effective Date (and Wachovia, in its capacity as administrative agent under the Existing Credit Agreement and each Lender that is also a “Lender” under the Existing Credit Agreement hereby (i) waives any requirement of prior written notice of the prepayment of any “Advances” or termination of “Commitments” under the Existing Credit Agreement, in each case as defined therein, and (yii) a copy agrees that the occurrence of the Business Combination Effective Date hereunder shall be deemed notice by the Borrower of the prepayment of any “Advances” and termination of the “Commitments” under the Existing Credit Agreement, and (z) a copy hereby amends, by agreement with Borrower, the provisions of the Offer AnnouncementExisting Credit Agreement to the extent necessary to effect such result). (f) The Agent shall have received on or before the Effective Date the following, in each casedated the Effective Date, in form and substance satisfactory to the LendersAgent: (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.19. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder. (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, in the form of Exhibit D-2. (v) A certificate of a duly authorized officer of the Borrower dated the Effective Date demonstrating compliance with the financial covenant contained in Section 6.02(c) as of the end of the fiscal quarter most recently ended prior to the Effective Date as to which financial statements are referred to in Section 5.01(e) or, if later, for which financial statements have been delivered to the Lenders pursuant to Section 6.01(g).

Conditions Precedent to Effective Date. The effectiveness obligation of this Agreement Banks to -------------------------------------- make the initial Loans hereunder is subject to the satisfaction of condition that on the following conditions precedentEffective Date there shall have been delivered to the Administrative Agent with counterparts for each Bank: (a) Notes, if any, requested by any Bank pursuant to Section 2.8 prior to the Effective Date, duly executed and delivered by the Borrower. (b) The Administrative Agent’s receipt favorable written opinions, dated the Effective Date, of the following, each General Counsel or Assistant General Counsel of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Borrower in the Borrower:form set out in Exhibit F. (ic) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate Certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on dated the Effective DateDate as to (i) the Certificate of Incorporation and the By- laws of Borrower, a good standing certificate for it from (ii) the Secretary of State resolution of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on or its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications Executive Committee in connection with this Agreement, and (iii) the incumbency and signatures of the person authorized to execute and deliver this Agreement and any other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees instrument, document or other agreement required by the Loan Documents to be paid (including fees payable hereunder on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document A certificate, which shall be true and correct, signed by a vice president of Borrower dated the Effective Date certifying: (i) that since June 30, 1999, there has been no Material Adverse Change; (ii) that the representations and warranties contained in this Agreement are true and correct on in all material respects; (iii) that no event has occurred and is continuing or would result from the making of a Loan which constitutes or would constitute an Event of Default or an Unmatured Event of Default; and (iv) the Debt Ratings as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Date. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness agreement of this Agreement each Lender to make Term Loans on the Effective Date is subject to the satisfaction or waiver by the Administrative Agent and the Required Lenders, prior to or substantially concurrently with the making of the Term Loans on the Effective Date, of the following conditions precedent: (a) The Administrative Agent’s receipt Agent shall have received the following: (i) this Agreement, dated as of the followingEffective Date, duly executed and delivered by each Loan Party and the other parties party hereto. (ii) the Security Agreement dated as of the Effective Date, duly executed and delivered by each of which the Loan Parties party thereto. (iii) the Pledge Agreement, dated as of the Effective Date, duly executed and delivered by each of the Loan Parties party thereto, pledging all of the issued and outstanding Equity Interests of each Subsidiary of each such Loan Party. (b) The Chapter 11 Cases shall have been commenced in the Bankruptcy Court and all of the First Day Orders shall have been entered by the Bankruptcy Court and such orders and all related pleadings shall be originalsin form and substance satisfactory to the Required Lenders and consistent with the Approved Budget. (c) The Interim DIP Financing Order shall have been entered by the Bankruptcy Court within three (3) Business Days of the Petition Date and the Administrative Agent shall have received a true and complete copy of such order, facsimiles and such order shall be in the form of Exhibit C hereto (with modifications thereto as may be agreed to in writing by the Required Lenders in their sole discretion), be in full force and effect and shall not have been reversed, modified, amended, stayed or PDFs vacated absent prior written consent of the Administrative Agent and the Required L▇▇▇▇▇▇. (followed promptly by originalsd) unless otherwise specifiedNo order shall have been entered appointing a trustee, each properly executed by examiner or receiver (or local law equivalent) with respect to any of the Loan Parties’ or their respective Subsidiaries’ business, properties or assets, and no motion shall be pending seeking any such relief. (e) The Borrower shall have paid to the Administrative Agent and the Lenders, the fees, costs and expenses then earned, due and payable under the Loan Documents (including, without limitation, the fees, costs and expenses of counsel and the other advisors to the Administrative Agent and the Lenders incurred in connection with the Chapter 11 Cases and the negotiation, preparation, execution and delivery of the Loan Documents). (f) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on , dated the Effective Date, a attaching and certifying true and complete copies of (i) documents relating to the organization, existence and good standing certificate for it from of each Loan Party as the Secretary Administrative Agent may reasonably request; (ii) specimen signatures evidencing the identity, authority and capacity of State each Responsible Officer authorized to act on behalf of a Loan Party in connection with the Loan Documents and the transactions contemplated thereby, and (iii) resolutions of each of the State of Delaware dated as of a recent date and resolutions of its Loan Parties, duly adopted by the Board of Directors (or equivalent body in the jurisdiction of such Loan Party) of such Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; andparty or any other document delivered in connection herewith on the Effective Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (iiig) a customary incumbency certificate in respect The Administrative Agent, for its benefit and the benefit of each other Secured Party, shall have been granted a perfected lien on the Collateral by the Interim DIP Financing Order on the terms and conditions and, with the requisite priority, set forth herein and in the other Loan Documents. The Collateral Documents and the Interim DIP Financing Order, upon entry thereof and subject to the terms thereof, shall be effective to create in favor of the officers Collateral Agent, for the benefit of the Secured Parties, legal, valid, enforceable and perfected Liens on and security interests in the Collateral. The Loan Parties shall have delivered UCC financing statements, in suitable form for filing, and shall have made arrangements for the filing thereof that are acceptable to the Administrative Agent and the Required Lenders. (h) The Administrative Agent shall have received the Approved Budget in form and substance acceptable to the Required Lenders in their sole discretion, it being understood that the budget attached to the form of Interim DIP Financing Order attached hereto as Exhibit C is an Approved Budget. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower who are authorized to sign on behalf of the Loan Parties certifying that (x) the conditions in this Agreement Section 5.01 have been satisfied and (y) either (i) all authorizations or approvals of any Governmental Authority and approvals or consents of any other Person, required in connection with the other Loan Documents on its behalf shall have been obtained, or (ii) that no such authorizations, approvals, and who willconsents are so required. (j) Since December 31, until replaced by another officer 2022, there has not occurred any event, occurrence, effect, fact, condition, change or officers duly authorized for development that purposehas had, act as its representative for or would reasonably be expected to have, individually or in the purposes aggregate, a Material Adverse Effect. (k) There shall exist no action, suit, investigation, litigation or proceeding pending or (to the knowledge of signing documents the Loan Parties) threatened in any court or before any arbitrator or governmental instrumentality (other than the Chapter 11 Cases and giving notices any action, suit, investigation or proceeding arising from the commencement and other communications continuation of the Chapter 11 Cases or the consequences that would normally result from the commencement and continuation of the Chapter 11 Cases) that is not stayed and could reasonably be expected to result in a Material Adverse Effect. (l) Upon entry of the Interim DIP Financing Order, all necessary governmental and third party consents and approvals necessary in connection with this Agreement, the other Loan Documents Agreement and the transactions contemplated hereby shall have been obtained (without the imposition of any materially adverse conditions that are not acceptable to the Required Lenders in their sole discretion) and therebyshall remain in effect; and the making of the loans under this Agreement shall not violate any material applicable requirement of law and shall not be enjoined temporarily, preliminarily or permanently. (bm) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the The Administrative Agent, the Arrangers or any Lender prior to the Effective Date Agent shall have been paid, to the extent that such invoices have been presented to the Borrower received at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least three (3) days prior to the Effective Date by the Administrative Agent that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, Act and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction Proceeds of the condition precedent in this clause (d)Crime Act. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date each of the following conditions precedent:are satisfied (or waived in accordance with Section 11.5 hereof): (a) The Administrative Agent’s and each Lender’s receipt of (i) copies of the followingLoan Documents (including the Intercreditor Agreement, the Perfection Certificate and the Collateral Documents, but excluding any Loan Document described in Schedule 5.14 of the Disclosure Letter) executed and delivered by each applicable Credit Party (in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders) and (ii) a Payment/Advance Form as required by Section 3.4; (b) The Administrative Agent’s and each L▇▇▇▇▇’s receipt of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly a certificate executed by a Responsible Officer of the Borrower: each Credit Party and certifying (i) executed counterparts that attached thereto are true, correct and complete copies of this Agreement satisfying the requirements Operating Documents of Section 11.10; such Credit Party, (ii) that attached thereto is a customary certificate true and complete copy of the Secretary or Assistant Secretary Borrowing Resolutions of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Datesuch Credit Party, (iii) that attached thereto is a good standing certificate for it from such Credit Party (where applicable), certified by the Secretary of State (or the equivalent thereof) of the State jurisdiction of Delaware dated incorporation or formation of such Credit Party as of a recent date no earlier than thirty (30) days prior to the Effective Date, and resolutions (iv) as to the incumbency and specimen signature of its Board of Directors authorizing execution, delivery and performance of this Agreement and the each Person authorized to execute any Loan Document or any other Loan Documents to which it is a party; anddocument delivered in connection; (iiic) The Administrative Agent’s and each Lender’s receipt of (i) the results of a customary incumbency certificate recent lien, tax lien, judgment and litigation search in respect of each of the officers jurisdictions or offices (including, without limitation, in the United States Patent and Trademark Office and the United States Copyright Office) in which UCC financing statement or other filings or recordations should be made to evidence or perfect security interests in all assets of the Borrower who are authorized to sign this Agreement Credit Parties, and such search shall reveal no Liens or judgments on any of the other Loan Documents on its behalf assets of the Credit Parties, except for Permitted Liens or Liens and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents judgments to be paid (including fees payable terminated on or prior to the Effective Date pursuant to documentation satisfactory to the Fee LettersRequired Lenders and (ii) by evidence that each Credit Party shall have authorized, made or caused to be made any other filing and recording required under the BorrowerCollateral Documents, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrowereach UCC financing statement shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent and shall be in proper form for filing, registration or recordation; (d) The Administrative Agent’s and each L▇▇▇▇▇’s receipt of an opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, the Arrangers or any Lender prior counsel to the Effective Date shall have been paidCredit Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Required Lenders; (e) The Administrative Agent’s and each Lender’s receipt of (i) evidence that the products liability and general liability insurance policies maintained regarding any Collateral are in full force and effect and (ii) appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of the Administrative Agent for the benefit of the Lenders and the other Secured Parties (such evidence to be in form and substance reasonably satisfactory to the Required Lenders) to the extent required by Section 5.4; (f) Each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, if any, in each case that such invoices have been presented are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Borrower at least two (2) Business Days prior to the Effective Date.Required Lenders; (cg) The Arrangers shall have received Administrative Agent’s receipt of all documentation and other information required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, includingincluding the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, without limitation, 2001)) (the USA PATRIOT “Patriot Act, in each case that has been requested in writing prior to the Effective Date.”); (dh) Payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof and in the Agency Fee Letter; and (i) The representations and warranties Administrative Agent’s receipt of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and a certificate, dated as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from signed by a Responsible Officer certifying of Borrower (i) confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter and (ii) confirming satisfaction of the condition conditions precedent set forth in this clause (d)Section 3.1(f) and Section 3.3. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: (a) 3.1 The Administrative Agent’s receipt Agent and the Lenders, shall have received reimbursement or payment of all reasonable and documented out-of-pocket expenses (if any) required to be reimbursed or paid by the Borrower under Section 12.03 of the followingCredit Agreement (including, the fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent and other advisors to the Administrative Agent in accordance therewith (if any)). 3.2 The Administrative Agent shall have received from the Borrower, each of which shall be originalsGuarantor, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedand each Lender, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements signed on behalf of Section 11.10;such Persons. 007870-0083-33857036.2 (ii) a customary certificate 3.3 As of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents after giving effect to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, (a) the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default or Event of Default has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 3. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness Article II hereof shall be effective on and as of this Agreement is subject to the satisfaction date (the "Effective Date"), on which each of the following conditions precedentprecedent shall have been satisfied or duly waived: (a) The Administrative Agent’s receipt There shall have been no adverse change since June 3, 1996 in the corporate and legal structure and capitalization of each A Company, each Designated Operating Company and the Bank, including the terms and conditions of the followingcharter, bylaws and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization, except as contemplated by existing consents, amendments and waivers delivered in connection with the Existing Credit Agreement; the Lenders shall be satisfied with the corporate and legal structure and capitalization of each of which shall be originalsNational Health Care Group Inc., facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedRevlon Guarantor, each properly executed by a Responsible Officer Revlon Holdings Inc., Revlon Worldwide Corporation and Revlon, including the terms and conditions of the Borrower:charter, by-laws and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization. (b) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since December 31, 1995 relating to any of the Loan Parties, the FN Parties and the Designated Operating Companies. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any of the Loan Parties, the FN Parties and the Designated Operating Companies pending or threatened before any court, governmental agency or arbitrator that (i) executed counterparts would be reasonably likely to have a Material Adverse Effect (in the case of this Agreement satisfying clause (a) of the requirements of Section 11.10; definition thereof, the term "Person" shall refer to such Loan Party, such FN Party or such Designated Operating Company, as the case may be) or (ii) a customary certificate purports to affect the legality, validity or enforceability of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the any Note, any other Loan Documents and Document, any Related Document, any FN Document or the consummation of the transactions contemplated hereby and thereby. (bd) All fees required by the Loan Documents to be paid (including fees payable on or prior Nothing shall have come to the Effective Date pursuant to attention of the Fee Letters) by Lender Parties in respect of any of the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative AgentA Companies, the Arrangers Designated Operating Companies or the Bank that is inconsistent with or different from in any adverse respect any of the results of the due diligence investigations of such Persons conducted in connection with the Original Credit Agreement, the Second Credit Agreement, the Third Credit Agreement or the Existing Credit Agreement; the Lenders shall be satisfied with the results of their due diligence investigation of National Health Care Group Inc., Revlon Guarantor, Revlon Holdings Inc., Revlon Worldwide Corporation and Revlon; and the Lender prior to the Effective Date Parties shall have been paid, given such access to the extent that such invoices have been presented to management, records, books of account, contracts and properties of each A Company, each Designated Operating Company or the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers Bank as they shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)requested. (e) The Borrower shall have received (x) a copy paid all accrued fees of the fully executed Purchase Agreement, (y) a copy Administrative Agent and the Lender Parties and all accrued expenses of the Business Combination Agreement, Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent). (zf) a copy The Lenders shall be satisfied that the Borrower has the ability to service the interest payments in respect of the Offer Announcement, in each case, in form and substance satisfactory to the LendersFacilities.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or PDFs other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (in each case followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Ratification Agreement; (ii) a customary certificate of the Secretary or Assistant Secretary of Revolving Credit Note executed by the Borrower attaching copies in favor of its certificate each Lender that has requested a Note at least two (2) Business Days in advance of incorporation and by-laws as in effect on the Effective Date; (iii) evidence that all UCC financing statements required by Law to be filed, a registered or recorded to create or perfect the Lien of the Collateral Agent on the Collateral have been so filed, registered or recorded; (iv) such certificates of good standing certificate for it from the Secretary applicable secretary of State state of the State state of Delaware dated organization of each Loan Party, copies of each Loan Party’s Constituent Documents, 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 authority of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of each Loan Party to enter into this Agreement and the other Loan Documents to which it such Loan Party is a party; and (iii) a customary incumbency certificate in respect party and the identity, authority and capacity of each of the officers of the Borrower who are Responsible Officer thereof authorized to sign 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 on its behalf the Effective Date; (v) an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties substantially in the form of Exhibit G-1, and who willan opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, until replaced Ohio counsel to the Loan Parties substantially in the form of Exhibit G-2; (vi) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Refinancing Transactions) substantially in the form attached hereto as Exhibit O; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents as of the Effective Date, has been obtained and is in effect and that the Collateral Agent has been named as lender loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (viii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by another officer or officers duly authorized for that purposethe Administrative Agent with respect to the Loan Parties; (ix) a Borrowing Base Certificate, act certified as its representative for complete and correct in all material respects, which calculates the purposes Borrowing Base as of signing documents and giving notices and other communications the last Business Day of the most recent month ended at least fifteen (15) days prior to the Effective Date; and (x) to the extent not previously delivered in connection with this the Original Credit Agreement, the other copies of Credit Card Notifications which have been executed on behalf of such Loan Documents and the transactions contemplated hereby and therebyParty to be delivered to such Loan Party’s Credit Card Processors listed on Schedule 8.12. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower hereunder and invoiced at least two (2) Business Days prior to before the Effective DateDate (except as otherwise reasonably agreed by the Borrower) shall have been paid in full in cash. (c) The Administrative Agent shall have received reasonably satisfactory evidence that (i) substantially concurrently with the funding under the Term Facility, an amount equal to $271,825,000 in principal amount of Senior Notes shall have been redeemed, and (ii) Borrower shall have received at least $725,000,000 in gross cash proceeds from borrowings under the Term Facility, and substantially concurrently therewith, all amounts due and owing under the Existing Term Facility shall have been repaid and the Administrative Agent shall be reasonably satisfied with the arrangements in place to ensure all Liens securing the Existing Term Facility shall have been terminated. (d) The Intercreditor Agreement and the Term Facility Documentation required to be delivered under the Term Facility Credit Agreement on the Closing Date (as defined therein) shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (e) After giving effect to the Refinancing Transactions, Excess Availability shall be not less than $200,000,000. (f) The Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements. (g) The Arrangers shall have received at least five days prior to the Effective Date all documentation and other information required reasonably requested in writing by regulatory authorities under them at least ten (10) Business Days prior to the Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each case Lender that has been requested in writing 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 Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the proposed Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)specifying its objection thereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent’s receipt by the Agent of counterparts hereof signed by each of the followingparties hereto (or, each in the case of any party as to which an executed counterpart shall be originalsnot have been received, facsimiles receipt by the Agent in form satisfactory to it of telegraphic, telex or PDFs (followed promptly other written confirmation from such party of execution of a counterpart hereof by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10such party); (iib) a customary certificate receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Secretary or Assistant Secretary of Company, the Borrower attaching copies of its certificate of incorporation corporate authority for and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance validity of this Agreement Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (c) receipt by the Agent and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect Arranger of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who willall fees, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices reasonable out-of-pocket expenses and other communications in connection with compensation due and payable under this Agreement, the other Loan Documents and Commitment Letter or the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (Fee Letter, including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrowerextent invoiced, and reimbursement or payment of all invoiced reasonable out-of-pocket expenses (including Attorney Costs) required to be reimbursed or paid by the Borrower, to the Administrative Agent, the Arrangers Company hereunder or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.thereunder; (cd) The Arrangers shall have received receipt by the Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the USA PATRIOT Patriot Act; and (e) receipt by the Agent of a certificate, in each case dated the Effective Date and signed by a duly authorized officer of the Company, either (i) setting forth the Net Proceeds received by the Company or any of its Subsidiaries from any Mandatory Commitment Reduction Event that has been requested in writing shall have occurred after the Acquisition Agreement Date, and on or prior to the Effective Date. Date (d) The representations in which case, the Commitments shall be automatically and warranties permanently reduced on the Effective Date in the amount of the Borrower contained such Net Proceeds in ARTICLE V (other than accordance with Section 5.142.11(b)) or any other Loan Document (ii) confirming that no such Net Proceeds have been received. The Agent shall be true promptly notify the Company and correct on and as the Lenders of the Effective Date Date, and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding on all parties hereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed among the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The receipt by the Administrative Agent’s receipt Agent of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerrelevant signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Guaranty; (ii) each Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: (A) [reserved]; (B) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a customary manner reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the applicable secretary of state of the Borrower attaching state of organization of each Loan Party, (B) copies attached thereto of its the certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as (or similar organizational documents) of a recent date and from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of its Board the board of Directors directors or other applicable authorizing executionbody or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, delivery subject to the limitations set forth in such resolutions, and performance (D) the names and true signatures of the officers of such Loan Party executing this Agreement and the other documents to be executed and delivered by such Loan Party hereunder; (iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below; (v) an opinion from Weil, Gotshal and ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which it is the Collateral Agent shall have requested to be so named; (vii) a partycopy of (A) a duly executed and effective payoff letter with respect to the that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Parties of their obligations thereunder, (B) UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility; (viii) copies of a recent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (ix) an executed Perfection Certificate; and (iiix) a customary incumbency solvency certificate in respect the form of each Exhibit I, dated the Effective Date and executed by a Financial Officer of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyBorrower. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced reasonable and documented out-of-pocket expenses (including Attorney Costs) required to be paid by hereunder, including the Borrowerreasonable and documented fees of King & Spalding LLP, legal counsel to the Administrative Agent, the Arrangers Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or any Lender prior to such shorter period as agreed by the Borrower) before the Effective Date shall have been paid, paid in full in cash. (c) [reserved]. (d) The Administrative Agent shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for each fiscal month ended at least forty-five (45) days before the Effective Date and (b) projected statements of cash flows and availability of the Borrower and its subsidiaries giving effect to the extent Transaction and covering the immediately succeeding three (3) years after the Effective Date in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that such invoices it is understood and agreed that the Closing Projections that have been presented delivered to the Borrower Administrative Agent are acceptable to the Administrative Agent. (e) The Administrative Agent shall have received a duly executed Notice of Borrowing. (f) The Administrative Agent shall have received at least two one (21) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation Date in order to allow the Administrative Agent and other information required by regulatory authorities under the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, Act and (ii) a Beneficial Ownership Certification in each case that has been requested in writing prior relation to the Borrower. (g) The following statements shall be true and correct on the Effective Date., both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof: (di) The the representations and warranties of the Borrower and each other Loan Party contained in ARTICLE Article V (other than Section 5.14) or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom; (iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and (iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its objection thereto. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing and there the acceptance by the Borrower of the proceeds of each Loan requested therein, shall be no Default hereunder, deemed to constitute a representation and warranty by the Borrower shall have delivered a certificate from a Responsible Officer certifying to that the satisfaction of the condition precedent conditions specified in this clause (d). (e) The Borrower shall above have received (x) a copy been satisfied on and as of the fully executed Purchase Agreement, (y) a copy date of the Business Combination Agreement, and (z) a copy making of the Offer Announcement, in each case, in form and substance satisfactory to the Lenderssuch Loan.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed among the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The receipt by the Administrative Agent’s receipt Agent of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerrelevant signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Guaranty; (ii) each Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: (A) [reserved]; (B) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a customary manner reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the applicable secretary of state of the Borrower attaching state of organization of each Loan Party, (B) copies attached thereto of its the certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as (or similar organizational documents) of a recent date and from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of its Board the board of Directors directors or other applicable authorizing executionbody or Person of such Loan Party authorizing and empowering 48 certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, delivery subject to the limitations set forth in such resolutions, and performance (D) the names and true signatures of the officers of such Loan Party executing this Agreement and the other documents to be executed and delivered by such Loan Party hereunder; (iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below; (v) an opinion from ▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (vi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which it is the Collateral Agent shall have requested to be so named; (vii) a partycopy of (A) a duly executed and effective payoff letter with respect to the that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Parties of their obligations thereunder, (B) UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility; (viii) copies of a recent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (ix) an executed Perfection Certificate; and (iiix) a customary incumbency solvency certificate in respect the form of each Exhibit I, dated the Effective Date and executed by a Financial Officer of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyBorrower. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced reasonable and documented out-of-pocket expenses (including Attorney Costs) required to be paid by hereunder, including the Borrowerreasonable and documented fees of King & Spalding LLP, legal counsel to the Administrative Agent, the Arrangers Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or any Lender prior to such shorter period as agreed by the Borrower) before the Effective Date shall have been paid, paid in full in cash. (c) [reserved]. (d) The Administrative Agent shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for each fiscal month ended at least forty-five (45) days before the Effective Date and (b) projected statements of cash flows and availability of the Borrower and its subsidiaries giving effect to the extent Transaction and covering the immediately succeeding three (3) years after the Effective Date in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that such invoices it is understood and agreed that the Closing Projections that have been presented delivered to the Borrower Administrative Agent are acceptable to the Administrative Agent. (e) The Administrative Agent shall have received a duly executed Notice of Borrowing. (f) The Administrative Agent shall have received at least two one (21) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation Date in order to allow the Administrative Agent and other information required by regulatory authorities under the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, Act and (ii) a Beneficial Ownership Certification in each case that has been requested in writing prior relation to the Borrower. (g) The following statements shall be true and correct on the Effective Date., both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof: (di) The the representations and warranties of the Borrower and each other Loan Party contained in ARTICLE Article V (other than Section 5.14) or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom; (iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and (iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its objection thereto. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing and there the acceptance by the Borrower of the proceeds of each Loan requested therein, shall be no Default hereunder, deemed to constitute a representation and warranty by the Borrower shall have delivered a certificate from a Responsible Officer certifying to that the satisfaction of the condition precedent conditions specified in this clause (d). (e) The Borrower shall above have received (x) a copy been satisfied on and as of the fully executed Purchase Agreement, (y) a copy date of the Business Combination Agreement, and (z) a copy making of the Offer Announcement, in each case, in form and substance satisfactory to the Lenderssuch Loan.

Conditions Precedent to Effective Date. The effectiveness amendment and restatement of the Existing Credit Agreement pursuant to this Agreement is subject to shall become effective on the satisfaction date that all of the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as written evidence (which may include electronic transmission of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance signed signature page of this Agreement and the other Loan Documents to which it is Agreement) that each party hereto has signed a party; and (iii) a customary incumbency certificate in respect counterpart of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required together with a Note executed by the Loan Documents Borrower with respect to be paid (including fees payable on or prior to each Lender that has requested the Effective Date same pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Section 2.20 at least two (2) 5 Business Days prior to the Effective Date. (b) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) The Arrangers Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) The Administrative Agent shall have received a customary favorable opinion of counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (f) The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable "know-your-customer" and Anti-Money Laundering Laws to the extent reasonably requested at least 10 Business Days prior to the Effective Date including, to the extent the Borrower qualifies as a “know your legal entity customer” and anti-money laundering rules and regulationsunder the Beneficial Ownership Regulation, delivery of a Beneficial Ownership Certification in relation to the Borrower to any Lender that has requested such Beneficial Ownership Certification. (g) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the USA PATRIOT Actextent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case that has been requested in writing case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Effective Date. (dh) The Administrative Agent shall have received (in each case dated as of the Effective Date) (i) an officer’s certificate from the Borrower that the condition precedent contained in Sections 3.01(i) and (j) have been satisfied as of the Effective Date, and (ii) a Solvency Certificate from the chief financial officer or treasurer of the Borrower substantially in the form of Exhibit D hereto. (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document 4.01 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Date. (ej) The Borrower On and as of the Effective Date, no event shall have received (x) occurred and be continuing which constitutes a copy Default or an Event of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersDefault.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of Agent (or its counsel) shall have received from STERIS, New HoldCo and each other Effective Date Guarantor, the following, Retiring Borrower and each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: Lender either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by any of the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Borrowers to the Administrative Agent, the Joint Lead Arrangers and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid (or, in the event that clauses (a) above and clauses (d), (e) and (f) below have each been satisfied (or waived) on a date that is not a Business Day, STERIS has delivered written notice that it intends to pay on the next succeeding Business Day (the “Fee Payment Date”)), to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) [Reserved.] (d) The Arrangers Administrative Agent (or its counsel) shall have received on or before the Effective Date: (i) Certified copies of the resolutions or similar authorizing documentation of the respective governing bodies of STERIS, New HoldCo and each other Effective Date Guarantor authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of STERIS, New HoldCo and each other Effective Date Guarantor, but only where such concept is applicable; (iii) A customary certificate of STERIS, New HoldCo and each other Effective Date Guarantor certifying the names and true signatures of the officers of STERIS, New HoldCo and each other Effective Date Guarantor authorized to sign this Agreement and the other documents to be delivered hereunder; and (iv) A favorable opinion letter of (A) the General Counsel of STERIS and (B) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and/or other legal counsel to STERIS reasonably satisfactory to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering STERIS, New HoldCo and each other Effective Date Guarantor. (e) [Reserved]. (f) The Administrative Agent shall have received, on or prior to the Effective Date, so long as requested no less than one Business Day prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to STERIS, New HoldCo and each other Effective Date Guarantor. The Administrative Agent shall notify the Effective Date. (d) The representations Borrowers and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as Lenders of the Effective Date and there shall be no Default hereunder, and in writing promptly upon the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition conditions precedent in this clause Section 3.01 being satisfied (dor waived in accordance with Section 9.01). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form such notice shall be conclusive and substance satisfactory to the Lendersbinding.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement. (b) Certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certifying the Borrower’s certificate of incorporation and by-laws as in effect on and certifying the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date names and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyNotes. (bd) A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) All costs, fees, expenses (including, without limitation, legal fees required and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Loan Documents Fee Letters payable to be the Arrangers, the Administrative Agent or the Lenders shall have been paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the BorrowerDate, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that such invoices have been presented required by the Fee Letters or this Agreement to the Borrower at least two (2) Business Days be paid on or prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation. Promptly upon the occurrence thereof, the USA PATRIOT Act, in each case that has been requested in writing prior Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: (a) 3.1 The Administrative Agent’s receipt Agent and the Lenders, shall have received reimbursement or payment of all reasonable and documented out-of-pocket expenses (if any) required to be reimbursed or paid by the Borrower under Section 12.03 of the followingCredit Agreement (including, the fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent and other advisors to the Administrative Agent in accordance therewith (if any)). 3.2 The Administrative Agent shall have received from the Borrower, each of which shall be originalsGuarantor, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedand each Lender, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements signed on behalf of Section 11.10;such Persons. (ii) a customary certificate 3.3 As of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents after giving effect to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, (a) the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default or Event of Default has occurred and is continuing. 3.4 That certain Purchase and Sale Agreement, dated as of February 11, 2020, between the Borrower, as seller, and that certain Person identified therein, as buyer, shall be in full force and effect and be valid, binding and enforceable in accordance with its terms, without amendment, modification or waiver thereof. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 3. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness Article II hereof shall be effective on and as of this Agreement is subject to the satisfaction date (the "Effective Date"), on which each of the following conditions precedentprecedent shall have been satisfied or duly waived: (a) The Administrative Agent’s receipt There shall have been no adverse change since December 16, 1996 in the corporate and legal structure and capitalization of each A Company, each Designated Operating Company and the Bank, including the terms and conditions of the followingcharter, bylaws and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization, except as contemplated by existing consents, amendments and waivers delivered in connection with the Existing Credit Agreement; the Lenders shall be satisfied with the corporate and legal structure and capitalization of each of which shall be originalsRevlon Guarantor, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedRevlon Worldwide Parent, each properly executed by a Responsible Officer Revlon Worldwide Holdings, Consolidated Cigar Holdings and PCT, including the terms and conditions of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and charter, by-laws as in and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization. (b) Before giving effect on to the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of transactions contemplated by this Agreement and the other Term Credit Agreement, there shall have occurred no Material Adverse Change since December 31, 1995 relating to any of the Loan Documents to which it is a party; andParties, the FN Parties and the Designated Operating Companies. (iiic) a customary incumbency certificate in respect of each There shall exist no action, suit, investigation, litigation or proceeding affecting any of the officers Loan Parties, the FN Parties and the Designated Operating Companies pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (in the case of clause (a) of the Borrower who are authorized definition thereof, the term "Person" shall refer to sign this Agreement and such Loan Party, such FN Party or such Designated Operating Company, as the other Loan Documents on its behalf and who willcase may be) or (ii) purports to affect the legality, until replaced by another officer validity or officers duly authorized for that purpose, act as its representative for the purposes enforceability of signing documents and giving notices and other communications in connection with this Agreement, the Term Credit Agreement, any Note, any other Loan Documents and Document, any Related Document, any FN Document or the consummation of the transactions contemplated hereby and thereby. (bd) All fees required by the Loan Documents to be paid (including fees payable on or prior Nothing shall have come to the Effective Date pursuant to attention of the Fee Letters) by Lender Parties in respect of any of the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative AgentA Companies, the Arrangers Designated Operating Companies or the Bank that is inconsistent with or different from in any adverse respect any of the results of the due diligence investigations of such Persons conducted in connection with the Original Credit Agreement, the Second Credit Agreement, the Third Credit Agreement, the Fourth Credit Agreement or the Existing Credit Agreement; the Lenders shall be satisfied with the results of their due diligence investigation of Revlon Guarantor, Revlon Worldwide Parent, Revlon Worldwide Holdings, Consolidated Cigar Holdings and PCT; and the Lender prior to the Effective Date Parties shall have been paid, given such access to the extent that such invoices have been presented to management, records, books of account, contracts and properties of each A Company, each Designated Operating Company, Consolidated Cigar Holdings, PCT or the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers Bank as they shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)requested. (e) The Borrower shall have received (x) a copy paid all accrued fees of the fully executed Purchase Agreement, (y) a copy Administrative Agent and the Lender Parties and all accrued expenses of the Business Combination Agreement, Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent). (zf) a copy The Lenders shall be satisfied that the Borrower has the ability to service the interest payments in respect of the Offer Announcement, in each case, in form Revolving Credit Facility and substance the Term Facility. (g) Revlon Worldwide Parent shall have (i) issued the Revlon Worldwide Parent Debt on terms and conditions satisfactory to the Lenders (including, without limitation, permitting at least 22.5 million shares of Revlon to be pledged in favor of the Collateral Agent) and (ii) received Net Cash Proceeds from the issuance of the Revlon Worldwide Parent Debt in an amount sufficient, in the reasonable judgment of the Lenders, when aggregated with (A) the proceeds of any dividends or other distributions paid or payable by MCG (directly or indirectly) to Mafco, (B) other funds available to Mafco for such purposes and (C) the proceeds of the borrowings under the Term Credit Agreement, to defease the Revlon Worldwide Bonds. (h) Mafco and its Subsidiaries shall have provided for the defeasance of the Revlon Worldwide Bonds on terms and conditions acceptable to the Lenders and such defeasance shall be effective as promptly as practicable following the 123rd day after the initial borrowing under the Term Credit Agreement but in any event not later than the Business Day immediately following the 130th day following such initial borrowing.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is subject the Banks to continue and make Loans (including Swing Line Loans) and of the satisfaction L/C Issuer to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 11.1): (a) 3.1.1. The Administrative Agent’s receipt of Agent shall have received from the following, Borrower and each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: Bank party hereto either (i) executed counterparts a counterpart of this Agreement satisfying signed on behalf of such party or (ii) written evidence satisfactory to the requirements Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 3.1.2. The Administrative Agent shall have received originals or copies satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of signed signature pages, with originals to follow by next day delivery service) of (i) a Note issued by the Borrower pursuant to Section 11.10;2.10 payable to the order of each Bank that has requested a promissory note, and (ii) and all other Loan Documents required to be executed and delivered as of the Effective Date pursuant to this Agreement. 3.1.3. The Administrative Agent shall have received a Borrowing Notice with respect to the Revolving Credit Loans, if any, to be made on the Effective Date. 3.1.4. As to the Borrower and each Existing Subsidiary (other than SCS), the Administrative Agent shall have received (i) copies of its articles or certificate of incorporation or organization, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation or organization (or, as applicable, a certification by its Secretary or Assistant Secretary that no changes have been made to its articles or certificate of incorporation or organization since the date copies of the same were furnished to the Administrative Agent pursuant to the Existing Credit Agreement), (ii) a customary certificate of good standing issued by the appropriate governmental officer in its jurisdiction of incorporation or organization, (iii) copies, certified by its Secretary or Assistant Secretary, of its bylaws, operating agreement or other internal governance documents, together with all amendments thereto (or, as applicable, a certification by its Secretary or Assistant Secretary that no changes have been made to its bylaws, operating agreement or other internal governance documents since the date copies of the Borrower attaching copies of same were furnished to the Administrative Agent pursuant to the Existing Credit Agreement), and (iv) copies, certified by its certificate of incorporation and by-laws as in effect on the Effective DateSecretary or Assistant Secretary, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions or actions of its Board of Directors or other governing body authorizing execution, delivery and performance the execution of this Agreement and the other Loan Documents to which it is a party; and. (iii) 3.1.5. The Administrative Agent shall have received an incumbency certificate, executed by a customary incumbency certificate in respect Secretary or Assistant Secretary of the Borrower and each of the officers Existing Subsidiaries (other than SCS), which shall identify by name and title and bear the signatures of the Borrower who are its Authorized Officers authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to which it is a party and, in the case of the Borrower, the Authorized Officers of the Borrower authorized to submit borrowing requests and Interest Rate Election Notices, upon which certificate the Administrative Agent shall be entitled to rely until informed of any change in writing by an Authorized Officer. 3.1.6. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions set forth in Sections 3.2.1 and 3.2.2. 3.1.7. The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower dated as of the Effective Date addressed to the Administrative Agent and each Bank certifying that, as of such date, the Borrower and each of its Subsidiaries is Solvent (assuming with respect to each Guarantor, that the fraudulent transfer savings language contained in the Guaranty applicable to such Guarantor will be given full effect). 3.1.8. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ LLP, counsel to the Borrower and the Existing Subsidiaries, covering such matters as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. 3.1.9. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.5 and the applicable provisions of the Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and name the Collateral Agent as an additional insured thereunder. 3.1.10. The Administrative Agent shall have obtained a desktop appraisal of the Borrower’s Rolling Stock meeting the requirements of Section 5.2.2. 3.1.11. For each Mortgaged Property, the Administrative Agent shall have received (i) a “Standard Flood Hazard Determination Form” and or other evidence as to whether such Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such Mortgaged Property is a Flood Hazard Property, (A) satisfactory evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) SMF’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (3) copies of insurance policies or certificates of insurance evidencing flood insurance in such total amount as required by Regulation H of the Federal Reserve Board, as the same is from time-to-time in effect, and all official rulings and interpretations thereunder or thereof may from time to time require, and otherwise complying with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and naming the Collateral Agent as sole loss payee on behalf of the Secured Parties. 3.1.12. The Borrower shall have paid to the Administrative Agent, for the account of each Bank, an upfront fee in an amount calculated as follows: (including i) for each Bank that was a party to the Existing Credit Agreement, the sum of (A) 0.05% (five basis points) of such Bank’s Commitment, to the extent such Bank’s Commitment is less than or equal to its “Commitment” under the Existing Credit Agreement, and (B) 0.15% (15 basis points) of such Bank’s Commitment, to the extent such Bank’s Commitment is greater than its “Commitment” under the Existing Credit Agreement; and (ii) for each Bank that was not a party to the Existing Credit Agreement, 0.15% (15 basis points) of such Bank’s Commitment. 3.1.13. The Administrative Agent shall have received payment of all other fees and other amounts due and payable on or prior to the Effective Date pursuant Date, including the fees set forth in the Fee Letter and, to the Fee Letters) by the Borrowerextent invoiced, and reimbursement or payment of all invoiced out of pocket expenses (including Attorney Costs) required to be reimbursed or paid by the BorrowerBorrower hereunder. 3.1.14. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Prudential Agreement has been executed and delivered by the parties thereto, and the terms and provisions of the Prudential Agreement shall be acceptable to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived by the Required Lenders): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower:party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a partysigned signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) [Reserved.] (c) [Reserved.] (d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer: (i) Certifying that no Default or Event of Default shall have occurred or would occur and be continuing on the Effective Date; (ii) Certifying that the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the Closing Date, in which case such representations and warranties shall not be required to be made on the Effective Date); and (iii) a customary incumbency certificate in respect of each Enclosing: (A) Copies of the officers Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and (B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower who are authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower. (e) The Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; (ii) A customary certificate of the Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced documents to be delivered by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Borrower hereunder; and (biii) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, A favorable opinion letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in form and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, substance reasonably satisfactory to the Administrative Agent, the Arrangers or any Lender prior . The Borrower hereby requests such counsel to the Effective Date deliver such opinion. (f) The Administrative Agent shall have been paidreceived a copy, to the extent that such invoices have been presented to certified by the Borrower and signed by a Responsible Officer as true and complete, of: (i) the Agreed Form of Scheme Press Announcement; and (ii) the executed Transaction Agreement. (g) The Administrative Agent shall have received, at least two (2) 3 Business Days prior to the Effective Date. (c) The Arrangers shall have received , so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Borrower. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived by the Required Lenders), and there such notice shall be no Default hereunderconclusive, binding and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)final. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness Amendment No. 6 shall be effective as of this Agreement is subject to the satisfaction Effective Date, which date shall be the date upon which all of the following conditions precedentshall be satisfied: (a) The the Administrative Agent shall have received copies of this Amending Agreement No. 6 executed by the Borrower, the Guarantor, the Administrative Agent’s receipt , and the Administrative Agent on behalf of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10Majority Lenders; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents Borrower shall have undertaken to be paid (including fees payable on or prior deliver to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the Arrangers or any Lender prior HCN Offering, a confirmation of guarantees and security by each of the Borrower, the Guarantor and each other Global Group Entity in form and substance reasonably satisfactory to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.Administrative Agent; (c) The Arrangers the Borrower shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsundertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, including, without limitation, the USA PATRIOT Actand, in each case that has been requested in writing prior any event, before closing of the HCN Offering, a certified copy of (i) the charter documents and by-laws of the Borrower and the Guarantor; (ii) the resolutions of the board of directors (or any duly authorized committee thereof) of the Borrower approving this Amending Agreement No. 6 and the completion of all transactions contemplated thereunder; and (iii) all other instruments evidencing necessary corporate action of the Borrower and the Guarantor and of any required Authorization with respect to the Effective Date.such matters; (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered undertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the HCN Offering, a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in secretary or an assistant secretary of the Borrower and of the Guarantor certifying the names and true signatures of its respective officers authorized to sign this clause (d).Amending Agreement No. 6 manually or by mechanical means; (e) The the Borrower shall have received (x) undertaken to deliver to the Administrative Agent within a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance period satisfactory to the LendersAdministrative Agent, and, in any event, before closing of the HCN Offering, certificates of compliance with respect to the Borrower and the Guarantor issued by Industry Canada; (f) the Borrower shall have undertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the HCN Offering, favourable opinions of counsel to the Borrower and the Guarantor concerning corporate existence of the Borrower and the Guarantor, due authorization, execution and enforceability of this Amending Agreement No. 6 and such as other matters as may reasonably be required by legal counsel to the Administrative Agent; and (g) the Borrower shall have undertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the HCN Offering, such other certificates and documentation as it may reasonably request.

Conditions Precedent to Effective Date. The effectiveness This Agreement and the amendment and restatement of this the Existing Credit Agreement is shall become effective upon, and the obligation of the Lenders to make the initial Accommodation following the Effective Date shall be subject to to, the satisfaction of the following conditions precedent: (a1) The the Borrowers, the Guarantors and each Lender have indicated their agreement by the execution and delivery of the signature pages hereof to the Administrative Agent’s receipt ; (2) delivery to the Administrative Agent of the following, each a certified copy of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation charter documents and by-laws as in effect on (or equivalent governing documents) of each Loan Party; (ii) the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated directors (or any duly authorized committee or other governing body thereof) or of the shareholders, as the case may be, of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance each Loan Party approving the entering into of this Agreement (including the amendments to the Existing Credit Agreement effected hereby) and the each other Loan Documents Credit Document to which it is they are a party; and (iii) a customary incumbency certificate in respect all other instruments evidencing necessary corporate, company or partnership action of each Loan Party and of any required Authorization with respect to such matters; and (iv) certifying the names and true signatures of its officers of the Borrower who are authorized to sign this Agreement Amendment and the other Credit Documents manually or by mechanical means; (3) delivery to the Administrative Agent of a certificate of status, compliance, good standing or like certificate with respect to each Loan Party issued by the appropriate government official in the jurisdiction of its incorporation; (4) receipt of satisfactory evidence by the Administrative Agent of registration in the necessary jurisdictions of the Encumbrances or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, created by the Security Documents on its behalf and who will, until replaced by another officer in order to preserve or officers duly authorized for that purpose, act as its representative protect such Encumbrances for the purposes term of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Revolving Credit Facility; (b5) All fees required receipt of satisfactory evidence by the Loan Documents Administrative Agent that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to be paid (including fees payable on Permitted Encumbrances) security interest in the Collateral or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that required by the terms of the Security Documents; (6) the Administrative Agent shall have received reasonably satisfactory opinions of outside counsel or, with respect to general corporate matters, in-house counsel, in each case, to the Loan Parties in the jurisdiction of incorporation of each such invoices Loan Party and in each jurisdiction specified by the Administrative Agent as is relevant to confirm, inter alia, corporate existence, due authorization, execution, delivery and enforceability of the Credit Documents, and the validity and perfection of the Encumbrances created by the applicable Credit Documents; (7) all reasonable fees and documented out-of-pocket expenses owing to the Administrative Agent (including the reasonable fees and out-of-pocket costs of legal counsel to the Administrative Agent) have been presented paid in accordance with Section 15.01; (8) the Administrative Agent shall have received a certificate of a Responsible Officer of Open Text attesting to the Borrower Solvency of Open Text and its Subsidiaries, on a consolidated basis and taken as a whole, in form reasonably satisfactory to the Administrative Agent; (9) the Administrative Agent shall have received a certificate of a Responsible Officer of Open Text confirming that, after giving effect to the amendment and restatement of the Existing Credit Agreement, as contemplated hereby, (i) the representations and warranties contained in Article 6 are true and correct in all material respects on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date, and (ii) no event has occurred and is continuing that would constitute a Default or an Event of Default; (10) upon the reasonable request of any Lender made at least two (2) Business Days ten days prior to the Effective Date. (c) The Arrangers , each Borrower shall have received all provided to such Lender the documentation and other information required by regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, in each case that has been requested in writing at least five days prior to the Effective Date.Date (or such later date as the Administrative Agent may reasonably agree); (d11) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying at least five days prior to the satisfaction of Closing Date, any Borrower that qualifies as a “legal entity customer” under the condition precedent Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in this clause relation to such Borrower (dor such later date as the Administrative Agent may reasonably agree).; and (e12) The Borrower shall have received (x) a copy of all fees owing the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory Lenders pursuant to the LendersLender Fee Letter have been paid in accordance with the Lender Fee Letter.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, originals or pdf copies or other facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Guaranty; (iiiii) a customary certificate Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective DateDate as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) [reserved]; (vi) such certificates of good standing certificate for it from the Secretary applicable secretary of State state of the State state of Delaware dated organization of each Loan Party, 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 recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of Responsible Officer in connection with this Agreement and the other Loan Documents to which it such Loan Party is a partyparty or is to be a party on the Effective Date; (vii) an opinion from Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit L; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or mortgagee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have reasonably requested to be so named; (x) certified copies of the Purchase Agreement and schedules thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date and that the condition specified in clause (c) below has been satisfied; (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (iiixii) a customary incumbency certificate Borrowing Base Certificate, certified as complete and correct in respect of each all respects, which calculates the Borrowing Base as of the officers last Business Day of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower most recent month ended at least two fifteen (215) Business Days prior to the Effective Date. (b) All fees and expenses required to be paid hereunder and invoiced at least two (2) Business Days before the Effective Date shall have been paid in full in cash. (c) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, the Acquisition shall be consummated in all material respects in accordance with the terms of the Purchase Agreement. (d) The ABL Intercreditor Agreement and the Term Facility Documentation shall each have been duly executed and delivered by each party thereto, and shall be in full force and effect. (e) The Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements. (f) The Arrangers shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information required reasonably requested in writing by regulatory authorities under them at least ten (10) Business Days prior to the Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, in each case that has . (g) The Refinancing shall have been requested in writing prior to consummated or shall be consummated substantially concurrently with the Effective Date. (dh) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower, stating that the representations and warranties of the Borrower and each other Loan Party contained in ARTICLE Article V (other than Section 5.14) or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (i) After giving effect to the Transactions, Excess Availability on the Effective Date and there shall be no Default hereundernot less than $40,000,000. (j) On the Effective Date, and the Borrower shall have delivered a certificate from a Responsible Officer certifying borrowed an aggregate amount equal to $720,000,000 under the satisfaction of the condition precedent in this clause (d)Term Facility. (ek) The Borrower Administrative Agent shall have received (x) a copy an amendment agreement in respect of the fully executed Purchase AgreementSerta Dealer Incentive Agreements providing that the security interest thereunder shall have been terminated and the UCC-1 financing statement (filed with the California Secretary of State, (yfile number: 10-7234332924)) by National Bedding Company d/b/a copy Serta Mattress against The Sleep Train, Inc. shall have been terminated. Without limiting the generality of the Business Combination Agreement, and (z) a copy provisions of the Offer Announcementlast paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each caseLender that has signed this Agreement shall be deemed to have consented to, in form and substance 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 LendersAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedentprecedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) or waived in accordance with Section 9.01: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles originals or PDFs telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lenders: (i) executed counterparts of this Agreement satisfying Agreement, sufficient in number for distribution to the requirements of Section 11.10Administrative Agent, each Initial Lender and the Borrower; (ii) a customary certificate of the Secretary or Assistant Secretary executed by a Responsible Officer of the Borrower attaching copies stating that the representations and warranties set forth in this Agreement and to be made as of its certificate of incorporation and by-laws as in effect on the Effective DateDate are true and correct (or, if a good standing certificate for it from the Secretary of State representation or warranty does not include a materiality concept, true and correct in all material respects) as of the State date of Delaware dated the certificate (or, if a representation or warranty specifically refers to an earlier date, as of such earlier date) and that no Default or Event of Default has occurred and is continuing under this Agreement or the other Loan Documents; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of Responsible Officer in connection with this Agreement and the other Loan Documents to which it the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Delaware; (v) an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Initial Lender and dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent; and (iiivi) a customary incumbency certificate special tax opinion of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel to the Borrower, addressed to the Administrative Agent and each Initial Lender and dated the Effective Date, in respect of each of form and substance reasonably satisfactory to the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyAdministrative Agent. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the The Administrative Agent’s receipt of unaudited consolidated balance sheets, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to statements of income and cash flows of the Borrower and the Target (but in the case of the first and third quarters in each financial year of the Target, only if the Target has published interim management statements for such quarter) for each quarterly period, beginning with the quarterly period ending March 31, 2015, that has ended at least two (2) Business Days 45 days prior to the Effective Date. (c) The Arrangers Any fees required to be paid to the Administrative Agent, the Arranger or the Lenders on or before the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under this Agreement or the Syndication and Fee Letter, shall have received been paid. (d) The Administrative Agent and the Arranger shall have received, no later than three Business Days prior to the Effective Date, all documentation and other information required about the Borrower and its subsidiaries as has been reasonably requested in writing on or prior to the date that is ten Business Days prior to the Effective Date by regulatory authorities under Administrative Agent and the Lenders with respect to applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower Administrative Agent shall have received (x) a copy copy, certified by the Borrower, of a draft of the fully executed Purchase AgreementPress Release or Offer Press Announcement (as applicable, (ydepending on whether it is proposed to effect the Acquisition by way of a Scheme or Takeover Offer) a copy in the form in which it is proposed to be issued. The Administrative Agent shall notify the Borrower and the Lenders of the Business Combination AgreementEffective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and (z) a copy of the Offer Announcementsuch notice shall be irrevocable, in each case, in form conclusive and substance satisfactory to the Lendersbinding.

Conditions Precedent to Effective Date. The effectiveness amendment and restatement of the Existing Credit Agreement pursuant to this Agreement is subject to shall become effective on the satisfaction date that all of the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary certificate signed signature page of the Secretary or Assistant Secretary this Agreement) that each party hereto has signed a counterpart of the this Agreement, together with a Note executed by each Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from Date with respect to each Lender that has requested the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date same pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Section 2.20 at least two (2) 5 Business Days prior to the Effective Date. (b) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors or other similar governing body of each Borrower (with a certified English translation if the original thereof is not in English) approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate (or other organizational) actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) The Arrangers Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Borrower certifying such ▇▇▇▇▇▇▇▇’s certificate of incorporation or other similar formation document and by-laws or other similar governing document and certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate (or other similar instrument) from the applicable governmental authority (or other similar official or registry, to the extent available) dated as of a date reasonably close to the date of such effectiveness as to the good standing of (to the extent such concept or a similar concept exists under the laws of the relevant jurisdiction) and charter documents filed by each Borrower. (e) The Administrative Agent shall have received customary favorable opinions of counsel to the Company and BD Euro Finance, each in form and substance reasonably acceptable to the Administrative Agent. (f) The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrowers required by bank regulatory authorities under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws to the extent reasonably requested at least 10 Business Days prior to the Effective Date including, to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, delivery of a Beneficial Ownership Certification in relation to such Borrower to any Lender that has requested such Beneficial Ownership Certification. (g) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the USA PATRIOT Actextent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case that has been requested in writing case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Effective Date. (dh) The Administrative Agent shall have received (in each case dated as of the Effective Date) (i) an officer’s certificate from the Company that the conditions precedent contained in Sections 3.01(i) and (j) have been satisfied as of the Effective Date, and (ii) a Solvency Certificate from the chief financial officer or treasurer of the Company substantially in the form of Exhibit D hereto. (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document 4.01 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Date. (ej) The Borrower On and as of the Effective Date, no event shall have received (x) occurred and be continuing which constitutes a copy Default or an Event of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersDefault.

Conditions Precedent to Effective Date. The effectiveness This Agreement (and the amendment and restatement of this the Existing Credit Agreement is subject to be effected hereby), and the satisfaction obligations of the Lenders to make Loans and of the Issuing Lenders to issue Letters of Credit hereunder, shall become effective on the date on which the following conditions precedentprecedent have been satisfied: (a) The Administrative Agent’s receipt As of the followingEffective Date, each there shall have occurred no Material Adverse Change since December 30, 2006 that has not been publicly disclosed. (b) As of which the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company, or any of its Subsidiaries (including the Guarantor) pending or, to the knowledge of the Company’s or the Guarantor’s executive officers, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (d) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (e) As of the Effective Date, the Company shall have paid all accrued fees and, to the extent invoiced, expenses of the Agent and the Lenders payable hereunder (including the accrued fees and expenses of counsel to the Agent, to the extent invoiced at least one Business Day prior to the Effective Date). (f) On the Effective Date, the following statements shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed true and the Agent shall have received a certificate signed by a Responsible Officer duly authorized officer of the BorrowerCompany dated the Effective Date, stating that: (i) executed counterparts The representations and warranties contained in Section 4.01 are correct in all material aspects on and as of this Agreement satisfying the requirements of Section 11.10;Effective Date, and (ii) No event has occurred and is continuing that constitutes a customary Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any notes requested by the Lenders): (i) To the extent any Lender shall have requested at least one Business day prior to the Effective Date that its Revolving Credit Advances be evidenced by a promissory note, a note payable to the order of such Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company and of the Guarantor approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Company certifying the names and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are Company authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyto be delivered hereunder. (biv) All fees required by A certificate of the Loan Documents Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign this Agreement and the other documents to be paid delivered hereunder. (including fees payable on or prior v) An opinion of Cravath, Swaine & M▇▇▇▇ LLP, special New York counsel to the Effective Date pursuant Company and the Guarantor, substantially in the form of Exhibit C-1 hereto and an opinion of the Assistant General Counsel of each of the Company and the Guarantor, substantially in the form of Exhibit C-2, and as to such other matters as the Fee LettersAgent may reasonably request. (vi) by A favorable opinion of Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, special New York counsel for the BorrowerAgent, substantially in the form of Exhibit C-3 hereto. (vii) Evidence that the commitments under the 5-Year Credit Agreement with the Borrower dated as of April 28, 2004, as amended, supplemented and modified (the “Existing 2004 Credit Agreement”) shall have been terminated and the principal and interest of the outstanding loans, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrowerfees and other amounts owing thereunder, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Datepaid in full. (cviii) The Arrangers Evidence that all principal, interest and other amounts owing by the Borrowers under the Existing Credit Agreement to any lender thereunder that is not a Lender hereunder shall have received been (or shall simultaneously be) paid in full and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Actcommitments to extend credit thereunder of any such lender shall have been terminated, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance manner satisfactory to the LendersAgent.

Conditions Precedent to Effective Date. The effectiveness This Agreement and the amendment and restatement of this the Existing Credit Agreement is shall become effective upon, and the obligation of the Lenders to make the initial Accommodation following the Effective Date shall be subject to to, the satisfaction of the following conditions precedent: (a1) The the Borrowers, the Guarantors and each Lender have indicated their agreement by the execution and delivery of the signature pages hereof to the Administrative Agent’s receipt ; (2) delivery to the Administrative Agent of the following, each a certified copy of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation charter documents and by-laws as in effect on (or equivalent governing documents) of each Loan Party; (ii) the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated directors (or any duly authorized committee or other governing body thereof) or of the shareholders, as the case may be, of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance each Loan Party approving the entering into of this Agreement (including the amendments to the Existing Credit Agreement effected hereby) and the each other Loan Documents Credit Document to which it is they are a party; and (iii) a customary incumbency certificate in respect all other instruments evidencing necessary corporate, company or partnership action of each Loan Party and of any required Authorization with respect to such matters; and (iv) certifying the names and true signatures of its officers of the Borrower who are authorized to sign this Agreement Amendment and the other Credit Documents manually or by mechanical means; (3) delivery to the Administrative Agent of a certificate of status, compliance, good standing or like certificate with respect to each Loan Party issued by the appropriate government official in the jurisdiction of its incorporation; (4) receipt of satisfactory evidence by the Administrative Agent of registration in the necessary jurisdictions of the Encumbrances or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, created by the Security Documents on its behalf and who will, until replaced by another officer in order to preserve or officers duly authorized for that purpose, act as its representative protect such Encumbrances for the purposes term of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Revolving Credit Facility; (b5) All fees required receipt of satisfactory evidence by the Loan Documents Administrative Agent that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to be paid (including fees payable on Permitted Encumbrances) security interest in the Collateral or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties terms of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.Security Documents;

Conditions Precedent to Effective Date. The effectiveness obligation of this Agreement the Lender to make the first advance hereunder by way of a Loan or the issuance of a Letter of Credit is subject to and conditional upon the prior satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of have received all applicable internal approvals for the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10Credit Facility; (iib) a customary certificate the Lender will have received certified copies of the Secretary or Assistant Secretary Organizational Documents of each Restricted Party, the Borrower attaching copies of its certificate of incorporation resolutions authorizing the execution and by-laws as in effect on the Effective Datedelivery of, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementRestricted Party’s respective obligations under, the other Loan Documents and the transactions contemplated hereby herein, and thereby. (b) All fees required by a certificate as to the incumbency of the officers of the Restricted Parties executing the Loan Documents and any other documents to be paid (including fees payable on or prior to the Effective Date provided pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.provisions hereof; (c) The Arrangers shall except as otherwise agreed by the Lender, certificates of status or comparable certificates will have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, been delivered to the USA PATRIOT Act, Lender for each Restricted Party in each case that jurisdiction in which the Restricted Party is organized or has been requested in writing prior to the Effective Date.material assets; (d) The the Lender will have completed its due diligence with respect to the Restricted Parties, including a review of: (i) the organizational structure of the Borrower; (ii) the documents necessary for the Lender’s Know-Your-Client and Anti-Money Laundering requirements; (iii) environmental reports, if any, and due diligence with respect to each real Property owned or leased by a Restricted Party; (iv) the most recent financial statements and other financial information of the Restricted Parties; and (v) all Material Contracts and Material Licences of the Restricted Parties; and the results of such due diligence will be satisfactory to the Lender in its sole discretion; (e) except as otherwise agreed by the Lender, the Lender will have received certified copies of all shareholder, regulatory, governmental and other approvals required in order for the Borrower to enter into this Agreement and to perform its obligations hereunder; (f) releases, discharges, subordinations and postponements that are required in the discretion of the Lender (in registerable form where necessary) with respect to all Encumbrances affecting the collateral Encumbered by the Security that are not Permitted Encumbrances, if any, will have been delivered to the Lender; (g) certified copies of all Material Contracts of the Restricted Parties will have been delivered to the Lender; (h) the Lender will have received payment of all fees payable to the Lender that are due and payable at such time; (i) duly executed copies of the Security will have been delivered to the Lender, certificates representing all shares or other securities pledged (along with stock powers duly executed in blank) by the Restricted Parties will have been delivered to the Lender and all such Security will have been duly registered, filed and recorded in all Relevant Jurisdictions where required by Applicable Law or where the Lender considers it necessary, in its sole discretion, to do so; (j) a currently dated letter of opinion of Borrower’s Counsel as to such matters and in such form as Lender’s Counsel deems appropriate addressed to the Lender and to Lender’s Counsel will have been delivered to the Lender; (k) currently dated letters of opinion of local counsel for the Borrower as to such matters and in such form as Lender’s Counsel deems appropriate addressed to the Lender and to Lender’s Counsel will have been delivered to the Lender; (l) the Restricted Parties will have delivered to the Lender certificates of insurance acceptable to the Lender showing the Lender as additional insured and a loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) all representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other the Loan Document Documents shall be true and correct in all material respects as if made on and as of the Effective Date and there shall be such date; (n) no Default hereunderor Event of Default shall have occurred and be continuing; and (o) no Material Adverse Change shall have occurred and be continuing; provided that all documents and information delivered pursuant to this Section 3.01 must be in full force and effect, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersLender, acting reasonably.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 4.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.15% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date.; (c) 4.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Lenders constituting the Required Lenders, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 4.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 4. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent’s receipt by the Agent of counterparts hereof signed by each of the followingparties hereto (or, each in the case of any party as to which an executed counterpart shall be originalsnot have been received, facsimiles receipt by the Agent in form satisfactory to it of telegraphic, telex or PDFs (followed promptly other written confirmation from such party of execution of a counterpart hereof by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10such party); (iib) a customary certificate receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Secretary or Assistant Secretary of Company, the Borrower attaching copies of its certificate of incorporation corporate authority for and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance validity of this Agreement and the Notes, and any other Loan Documents matters relevant hereto, all in form and substance satisfactory to which it is the Agent; (c) receipt by the Agent and the Arranger of all fees, reasonable out-of-pocket expenses and other compensation due and required to be reimbursed or paid on the Effective Date under this Agreement, the Commitment Letter or the Fee Letter, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; (d) receipt by the Agent of (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (A) the Company as of September 30, 2016, September 30, 2015 and September 30, 2014 for the fiscal years then ended and (B) the Acquired Entity as of December 31, 2015, December 31, 2014 and December 31, 2014 for the fiscal years then ended and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Company and the Acquired Entity for each subsequent fiscal quarter ended at least 45 days before the Effective Date; (e) receipt by the Agent of (i) a party; and pro forma condensed combined balance sheet and related pro forma condensed combined income statement of the Company as of and for the twelve-month period ending on September 30, 2016, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), (ii) Company-prepared projections (including a summary income statement and cash flow statement) for the three fiscal years ending September 30, 2017, September 30, 2018 and September 30, 2019 and a summary capitalization table as of September 30, 2016, in each case on a pro forma basis and substantially in the form shown to the Agent prior to the date of the Commitment Letter and (iii) a customary incumbency certificate in respect sources and uses table for the Transactions; (f) receipt by the Agent of each (i) an opinion of the officers General Counsel of the Borrower who are authorized Company, covering such matters as the Agent may reasonably request, and (ii) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to sign this Agreement the Company, covering such matters as the Agent may reasonably request; (g) receipt by the Agent of all documentation and other information reasonably requested by the Agent and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Lenders at least two (2) three Domestic Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information Date that are required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the USA PATRIOT Patriot Act; and (h) receipt by the Agent of a certificate, in each case dated the Effective Date and signed by a duly authorized officer of the Company, either (i) setting forth the Net Proceeds received by the Company or any of its Subsidiaries from any Mandatory Commitment Reduction Event that has been requested in writing shall have occurred after the Acquisition Agreement Date and on or prior to the Effective Date. Date (d) The representations in which case the Commitments shall be automatically and warranties permanently reduced on the Effective Date in the amount of the Borrower contained such Net Proceeds in ARTICLE V (other than accordance with Section 5.142.11(b)) or any other Loan Document (ii) confirming that no such Net Proceeds have been received. The Agent shall be true promptly notify the Company and correct on and as the Lenders of the Effective Date Date, and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding on all parties hereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to the Agency Fee Letter and the Fee Letter and any Lender other fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of organization of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Borrower. (e) On the Effective Date. , (dx) The no Default has occurred and is continuing and (y) each of the representations and warranties of set forth in Section 4.01 are true and correct in all material respects (except to the Borrower contained extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in ARTICLE V (other than Section 5.14) or any other Loan Document which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date. (f) The commitments under the Existing Credit Agreement shall have been, or substantially concurrently with the occurrence of the Effective Date shall be, terminated in their entirety and there no advances or other obligations thereunder (other than contingent obligations as to which no claim has been asserted) shall remain outstanding. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction binding evidence of the condition precedent in this clause (d)occurrence thereof. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is the Bank to make the Commitment available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Effective Date in a Responsible Officer of manner satisfactory to the BorrowerBank: (i) The Bank shall have received a fully executed counterparts original of this Agreement satisfying and the requirements original Notes, duly issued by the Agency, and confirmation that the Notes are not held book-entry, that no CUSIP number has been assigned to the Notes, that the Notes are not rated and that the Notes are in a single denomination and is not divisible or transferable except to a bank, financial institution or a qualified investor and fully executed and full executed originals of Section 11.10;the other Loan Documents or acknowledged copies of such other Loan Documents certified by an Authorized Representative as true, correct and complete copies thereof, and certifying that such documents were duly issued, adopted or executed and delivered, have not been modified, amended or rescinded and are in full force and effect on and as of the Effective Date. (ii) The Bank shall have received a customary certificate copy of the Secretary Resolution of the Agency authorizing the execution and delivery of this Agreement, the Notes and the other Loan Documents, certified as of the Effective Date by an Authorized Representative. (iii) The Bank shall have received certified copies of all approvals, authorizations and consents of any trustee, or Assistant holder of any indebtedness or obligation of the Agency or any governmental agency or public authority, necessary for the Agency to enter into each of the Loan Documents and the transactions contemplated herein and therein. (iv) The Bank shall have received certified copies of the Agency’s JPA Agreement (including all amendments thereto and specifically including the second amendment thereto approving the name change for the Agency to Monterey One Water) and all legally required filings relating to the Agency, including without limitation, the most recent “Roster of Facts, Public Agencies” and the most recent “Notice of Joint Powers Agreement” with the California Secretary of State, and each certified by the Borrower attaching copies California Secretary of its certificate State not more than thirty (30) days prior to the Effective Date and otherwise in form reasonably acceptable to the Bank. (v) The Bank shall have received an opinion addressed to the Bank and dated the Effective Date of incorporation counsel to the Agency as to the due authorization, execution and by-laws delivery, validity and enforceability with respect to the Agency of this Agreement and the Notes and the other Loan Documents, and such other matters as the Bank may reasonably request, in effect form and substance satisfactory to the Bank. (vi) The following statements shall be true and correct on the Effective Date, and the Bank shall have received a good standing certificate for it from incorporating by reference the Secretary of State definitions of the State of Delaware capitalized terms defined in this Agreement, signed by an Authorized Representative, dated as of a recent date the Effective Date, certifying the name, incumbency and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect specimen signature of each of the officers of the Borrower who are individual authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the Notes and the other Loan Documents and the transactions contemplated hereby other documents or certificates to be delivered by the Agency pursuant hereto or thereto, on behalf of the Agency, and therebyof each individual authorized to act on behalf of the Agency for purposes of this Agreement, on which the Bank may conclusively rely until a revised certificate is similarly delivered and as to the matters set forth in Sections 2.3(a)(xiii), (xiv), (xv) and (xvi) hereof. (bvii) All fees required by The Bank shall have received an opinion addressed to the Loan Documents to be paid (including fees payable on or prior to Bank and dated the Effective Date pursuant of bond counsel as to the Fee Letters) by due authorization, execution and delivery, validity and enforceability with respect to the BorrowerAgency of this Agreement and the Notes and of the pledge of and subordinate lien on the Net Revenues and the pledge of and senior lien on the other Collateral to secure the Payment Obligations as described in Section 4.1 hereof, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agenteffect that the interest on the Tax-Exempt Revolving Loans is excludable from gross income for federal income tax purposes and such other matters as the Bank may reasonably request, in form and substance satisfactory to the Arrangers or any Lender prior Bank. (viii) The Bank shall have received such authorization documents, certifications, incumbency certificates and opinions with respect to the other parties to the transactions as the Bank may reasonably request, in form and substance satisfactory to the Bank. (ix) The Bank shall have received evidence satisfactory to the Bank that as of the Effective Date the only Net Revenue Debt are the Series 2012 Bonds, the Series 2013 Bonds, the Bureau Loan (but only so long as the Agency’s ▇▇▇▇▇▇▇ Valley Reclamation Project is included as part of the Wastewater System) and the PWMGRP SRF Loan. (x) The Bank shall have been paid, received certified copies of the proceedings of the Board of Directors of the Agency approving all rate adjustments to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to become effective after the Effective Date. (cxi) The Arrangers Bank shall have received evidence satisfactory to the Bank that the Agency maintains with responsible insurers all documentation and other information such insurance on the Wastewater System required by regulatory authorities under applicable “know your customer” Section 7.13 hereof and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior evidence satisfactory to the Effective DateBank that the Bank will receive thirty (30) days’ prior written notice of any cancellation of any such insurance policy and evidence satisfactory to the Bank that all premiums necessary to be paid for the effectiveness of such insurance have been paid by the Agency. (dxii) The representations and warranties of the Borrower Agency contained in ARTICLE V (each of the Loan Documents and each certificate, letter, other than Section 5.14) writing or any other Loan Document shall be instrument delivered by the Agency to the Bank pursuant hereto or thereto are true and correct on and as of the Effective Date as though made on and as of such date. (xiii) No Default or Event of Default has occurred and is continuing or would result from the execution and delivery of this Agreement or the making of the Commitment. (xiv) Since the most current date of the information, financial or otherwise, supplied by the Agency to the Bank, there has been no change in the assets, liabilities, financial position or results of operations of the Agency which might reasonably be anticipated to cause a Material Adverse Effect and the Agency has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect. (xv) The Bank shall have received certified copies of the final executed PWMGRP SRF Loan/Proposition 1 Water Recycling Funding Program Construction Grant Documents and the final executed Proposition 1 Storm Water Grant Documents and evidence of eligibility to receive proceeds of the PWMGRP SRF Loan, Proposition 1 Water Recycling Funding Program Construction Grant Monies and Proposition 1 Storm Water Grant Monies. (xvi) All necessary action on the part of the Agency shall have been taken as required for the valid pledge of and subordinate lien on the Net Revenues and the pledge of and senior lien on the other Collateral to secure the Payment Obligations as described in Section 4.1 hereof. (xvii) The Bank shall be no Default hereunderreasonably satisfied that, in connection with the preparation, issuance, execution, delivery and filing of this Agreement, the Notes and the Borrower other Loan Documents, the fee of the California Debt and Investment Advisory Commission, if any, shall have delivered a certificate from a Responsible Officer certifying been paid and that payment will be made to the satisfaction Bank promptly after demand therefor after the Effective Date of fees and disbursements of the condition precedent in this clause Bank’s counsel (dfor disbursement by the Bank to its counsel). (exviii) All other legal matters pertaining to the execution and delivery of each of the Loan Documents and the adoption and implementation of the Resolution shall be reasonably satisfactory to the Bank and its counsel. (xix) The Borrower Bank shall have received evidence that all required filings with the California Debt and Investment Advisory Commission have been or will be made. (xxx) The Bank shall have received a copy certificate of the fully Agency, that (i) the Existing Agreement is no longer in effect and that all Payment Obligations owing to Bank of the West under the Existing Agreement have been paid in full and (ii) evidence that the Existing Note has been terminated. (xxi) The Bank shall have received such other documents, certificates, opinions (including reliance letters), approvals (and if requested by the Bank, certified duplicates of executed Purchase copies of such approvals) and filings with respect to this Agreement, (y) a copy of the Business Combination Agreement, Notes and (z) a copy of the Offer Announcement, in each caseother Loan Documents as the Bank may reasonably request, in form and substance satisfactory to the LendersBank.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 9.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) All fees and other amounts then due and payable by the Borrower to the Administrative Agent’s receipt of , the followingLead Arrangers and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date. (c) The Administrative Agent shall have received on or before the Effective Date, each of which shall be originalsdated on or, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedas applicable, each properly executed by a Responsible Officer of the Borrowerprior to such date: (i) executed counterparts Copies of this Agreement satisfying the requirements of Section 11.10Borrower’s charter and by-laws, and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ii) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Borrower to enter into and perform its obligations under the Loan Documents, certified by its Secretary or Assistant Secretary; (iii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; and (iv) A customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation certifying the names and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State true signatures of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the Borrower’s officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced documents to be delivered by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyBorrower hereunder. (bd) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the The Administrative Agent, the Arrangers or any Lender prior to the Effective Date Agent shall have been paidreceived, to the extent that such invoices have been presented to the Borrower at least two (2) so long as requested no less than 10 Business Days prior to the Effective Date. (c) The Arrangers shall have received , all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Borrower and its Subsidiaries. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness agreement of this Agreement each Lender to make the initial Extension of Credit requested to be made by it is subject to the satisfaction satisfaction, on or before February 29, 2008 of the following conditions precedentprecedent set forth in this Section 4.01: (a) The Unless waived by all Lenders, receipt by Administrative Agent’s receipt Agent of each of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerapplicable Loan Party, each dated on, or in the case of third-party certificates, recently before, the Effective Date and each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) executed Executed counterparts of (A) this Agreement satisfying Agreement, executed and delivered by each Co-Borrower, each Agent and each Person listed on Schedule 2.01 and (b) the requirements of Section 11.10Guarantee Agreement, executed and delivered by each Guarantor; (ii) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a customary certificate of the Secretary Responsible Officer thereof; (iii) Such evidence as Administrative Agent may request to verify that each Loan Party is duly organized or Assistant Secretary of the Borrower attaching formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of its organizational documents, certificates of good standing and/or qualification to engage in business; (iv) A certificate signed by a Responsible Officer of incorporation Borrower certifying (A) that the conditions specified in Sections 4.01(c), (e) and by-laws (f) have been satisfied, (B) that there has been no event or circumstance since the date of the Reference Statements which has a Material Adverse Effect, and (C) as in effect on to the Debt Ratings as of the Effective Date, a good standing certificate for it from the Secretary ; (v) An opinion of State of the State of Delaware dated as of a recent date counsel to Borrower in form and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents substance reasonably satisfactory to which it is a partyAdministrative Agent; and (iiivi) a Such other customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who willcertificates, until replaced by another officer documents or officers duly authorized for that purpose, act opinions as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyAdministrative Agent or Required Lenders reasonably may require. (b) All Any fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers on or any Lender prior to before the Effective Date shall have been paid. (c) The applicable lenders shall have received any principal, interest or fees owing under the Existing Credit Agreement. The Co-Borrowers hereby agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the extent effectiveness of this Agreement. The Lenders that such invoices have been presented are parties to the Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement, hereby agree that the commitments under the Existing Credit Agreement shall terminate as set forth in this Section 4.01(c). (d) Lenders shall have received (i) satisfactory audited consolidated financial statements of Borrower at least two (2) Business Days and its Subsidiaries for the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date. (cf) The Arrangers No Default or Event of Default shall have received occurred and be continuing. (g) Unless waived by Administrative Agent, Borrower shall have paid all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingAttorney Costs of Administrative Agent to the extent invoiced prior to or on the Effective Date. On the Effective Date, without limitationfurther action by any of the parties thereto, the USA PATRIOT ActExisting Credit Agreement will be automatically amended and restated to read as this Agreement reads. On and after the Effective Date, the rights and obligations of the parties hereto shall be governed by the provisions hereof. The rights and obligations of the parties with respect to the period before the Effective Date shall continue to be governed by the provisions of the Existing Credit Agreement as in each case that has been requested in writing prior to effect before the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject Effective Date shall be deemed to the satisfaction have occurred when all of the following conditions precedenthave been satisfied, as evidenced by a certificate signed by Landlord and Tenant: (a) The Administrative Agent’s receipt of the followingThis Lease shall have been duly authorized, each of which shall be originals, facsimiles or PDFs (followed promptly executed and delivered by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Landlord and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyTenant. (b) All fees required by Upon receipt of the Loan Documents consent of the existing lender or trustee on the Existing Financing to be paid (including fees payable on or prior Landlord and Tenant entering into this Lease and to Tenant assuming the Effective Date pursuant to obligations of Landlord for repair, maintenance and operation of the Fee Letters) by the BorrowerSewage Disposal System, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date which shall have been paidduly executed and delivered to Landlord and Tenant and shall be in full force and effect, Tenant and Landlord shall enter into an agreement for Tenant to reimburse up to Two Hundred Thousand ($200,000.00) of the Landlord’s obligations under the Existing Financing which remains after the application of any Current Surplus to the extent that such invoices have been presented outstanding indebtedness pursuant to the Borrower at least two Section 2.1(h)(i) or (2) Business Days prior to the Effective Dateii). Such agreement, when executed, shall be attached hereto as Exhibit “F” and incorporated herein [delete if NA]. (c) The Arrangers Landlord shall have received delivered to Tenant all documentation Sewage Disposal System Due Diligence Materials, all of which shall be subject to Tenant’s review and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Dateapproval. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower Tenant shall have delivered a certificate from a Responsible Officer certifying secured all permits and other governmental approvals necessary to operate the satisfaction of the condition precedent Sewage Disposal System, which are set forth in this clause (d)Exhibit “C” attached hereto. (e) The Borrower Tenant and Landlord shall have received (x) a copy an opinion from bond counsel to the effect that the lease of the fully executed Purchase AgreementSewage Disposal System to Tenant will not, (y) a copy in and of themselves, materially impair the tax-exempt status of the Business Combination Agreementinterest on the Existing Financing, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lendersif any [delete if NA].

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement the Effective Date is subject to the satisfaction of condition precedent that the following conditions precedentAdministrative Agent shall have received in form and substance satisfactory to the Administrative Agent and all duly executed by the parties thereto: (a) The Administrative Agent’s receipt respective Revolving Facility Notes made payable to each Lender and the Term Facility Note payable to the Term Lender. (b) An Amended and Restated Security Agreement. (c) An Amendment to the Intercreditor Agreement relating to the execution and delivery of this Agreement. (d) A copy of the following, each Articles of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Incorporation of the Borrower:Borrower certified by the Secretary of State of the state of its incorporation, and a copy of the Bylaws of the Borrower certified by its secretary. (ie) executed counterparts Certified copies of this Agreement satisfying the requirements resolutions of Section 11.10;the Board of Directors of the Borrower approving the Borrowings contemplated hereby and authorizing the execution of the Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents. (iif) a customary A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies certifying the names and true signatures of its certificate the officers of incorporation the Borrower authorized to sign the Loan Documents and bythe other documents to be delivered hereunder. (g) Evidence satisfactory to the Administrative Agent that security interests created by the Security Agreement in the Collateral have been duly perfected by the taking of all such acts as may be necessary or advisable to create an attached, fully perfected, first-laws as in effect on priority security interest (subject to no liens other than Permitted Liens) to secure all obligations of the Effective Date, a Borrower to the Lenders under this Agreement and the other Loan Documents. (h) Certificates of good standing certificate of a recent date for it the Borrower from the Secretary of State of the State of Delaware dated as of a recent date and resolutions state of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyincorporation. (bi) All fees required by the Loan Documents to be paid A completed Year 2000 Questionnaire (including fees payable on or prior to the Effective Date j) The facility fee due pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d2.6(a)(i). (ek) The Borrower shall have received (x) a copy of Such other documents or instruments as the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersAdministrative Agent may reasonably request.

Conditions Precedent to Effective Date. The effectiveness Article II hereof shall be effective on and as of this Agreement is subject to the satisfaction date (the "Effective Date"), on which each of the following conditions precedentprecedent shall have been satisfied or duly waived: (a) The Administrative Agent’s receipt There shall have been no adverse change since December 16, 1996 in the corporate and legal structure and capitalization of each A Company, each Designated Operating Company and the Bank, including the terms and conditions of the followingcharter, bylaws and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization, except as contemplated by existing consents, amendments and waivers delivered in connection with the Existing Term Credit Agreement; the Lenders shall be satisfied with the corporate and legal structure and capitalization of each of which shall be originalsRevlon Guarantor, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedRevlon Worldwide Parent, each properly executed by a Responsible Officer Revlon Worldwide Holdings, Consolidated Cigar Holdings and PCT, including the terms and conditions of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and charter, by-laws as in and each class of capital stock of each such Person and of each agreement or instrument relating to such structure or capitalization. (b) Before giving effect on to the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of transactions contemplated by this Agreement and the other Revolving Credit Agreement, there shall have occurred no Material Adverse Change since December 31, 1995 relating to any of the Loan Documents to which it is a party; andParties, the FN Parties and the Designated Operating Companies. (iiic) a customary incumbency certificate in respect of each There shall exist no action, suit, investigation, litigation or proceeding affecting any of the officers Loan Parties, the FN Parties and the Designated Operating Companies pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (in the case of clause (a) of the Borrower who are authorized definition thereof, the term "Person" shall refer to sign this Agreement and such Loan Party, such FN Party or such Designated Operating Company, as the other Loan Documents on its behalf and who willcase may be) or (ii) purports to affect the legality, until replaced by another officer validity or officers duly authorized for that purpose, act as its representative for the purposes enforceability of signing documents and giving notices and other communications in connection with this Agreement, the Revolving Credit Agreement, any Note, any other Loan Documents and Document, any Related Document, any FN Document or the consummation of the transactions contemplated hereby and thereby. (bd) All fees required by the Loan Documents to be paid (including fees payable on or prior Nothing shall have come to the Effective Date pursuant to attention of the Fee Letters) by Lenders in respect of any of the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative AgentA Companies, the Arrangers Designated Operating Companies or the Bank that is inconsistent with or different from in any Lender prior to adverse respect any of the Effective Date results of the due diligence investigations of such Persons conducted in connection with the Original Credit Agreement, the Second Credit Agreement, the Third Credit Agreement, the Fourth Credit Agreement or the Existing Term Credit Agreement; the Lenders shall be satisfied with the results of their due diligence investigation of Revlon Guarantor, Revlon Worldwide Parent, Revlon Worldwide Holdings, Consolidated Cigar Holdings and PCT; and the Lenders shall have been paid, given such access to the extent that such invoices have been presented to management, records, books of account, contracts and properties of each A Company, each Designated Operating Company, Consolidated Cigar Holdings, PCT or the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers Bank as they shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Daterequested. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent’s receipt by the Agent of counterparts hereof signed by each of the followingparties hereto (or, each in the case of any party as to which an executed counterpart shall be originalsnot have been received, facsimiles receipt by the Agent in form satisfactory to it of telegraphic, telex or PDFs (followed promptly other written confirmation from such party of execution of a counterpart hereof by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10such party); (iib) a customary certificate receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Secretary or Assistant Secretary of Company, the Borrower attaching copies of its certificate of incorporation corporate authority for and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance validity of this Agreement and the Notes, and any other Loan Documents matters relevant hereto, all in form and substance satisfactory to which it is the Agent; (c) receipt by the Agent and the Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and required to be reimbursed or paid on the Effective Date under this Agreement, the Commitment Letter or the Fee Letter, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; (d) receipt by the Agent of (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (A) the Company as of September 30, 2016, September 30, 2015 and September 30, 2014 for the fiscal years then ended and (B) the Acquired Entity as of December 31, 2015, December 31, 2014 and December 31, 2014 for the fiscal years then ended and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Company and the Acquired Entity for each subsequent fiscal quarter ended at least 45 days before the Effective Date; (e) receipt by the Agent of (i) a partypro forma condensed combined balance sheet and related pro forma condensed combined income statement of the Company as of and for the twelve-month period ending on September 30, 2016, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), (ii) Company-prepared projections (including a summary income statement and cash flow statement) for the three fiscal years ending September 30, 2017, September 30, 2018 and September 30, 2019 and a summary capitalization table as of September 30, 2016, in each case on a pro forma basis and substantially in the form shown to the Agent prior to the date of the Commitment Letter and (iii) a sources and uses table for the Transactions; (f) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request, and (ii) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Company, covering such matters as the Agent may reasonably request; and (iiig) a customary incumbency certificate in respect receipt by the Agent of each of all documentation and other information reasonably requested by the officers of the Borrower who are authorized to sign this Agreement Agent and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Lenders at least two (2) three Domestic Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information Date that are required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the USA PATRIOT Patriot Act, in each case that has been requested in writing prior to . The Agent shall promptly notify the Company and the Lenders of the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct binding on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)all parties hereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Effective Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingSince May 31, each of which 2004 there shall not have occurred and be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebycontinuing any Material Adverse Effect. (b) All fees required by governmental and third party consents and approvals necessary in connection with the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date transactions contemplated hereby shall have been paid, obtained (without the imposition of any conditions that are not acceptable to the extent Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that such invoices have been presented to restrains, prevents or imposes materially adverse conditions upon the Borrower at least two (2) Business Days prior to the Effective Datetransactions contemplated hereby. (c) The Arrangers Borrower shall have received paid all documentation reasonable invoiced fees and other information out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Agreement), including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Dateextent invoices therefor have been received at least one Business Day before such Borrowing. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be 4.01 are true and correct on and as of the Effective Date Date, and (ii) No event has occurred and there shall be no Default hereunder, and the Borrower shall have delivered is continuing that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (e) The Borrower Agent shall have received (x) a copy of on or before the fully executed Purchase AgreementEffective Date the following, (y) a copy of each dated the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each caseEffective Date, in form and substance satisfactory to the LendersAgent: (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder. (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, counsel for the Borrower, in the form of Exhibit D-2.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement becoming effective is subject to the satisfaction condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt of original Loan Documents (other than the followingReaffirmation Agreement and the other Loan Documents to be delivered pursuant to Section 3.2), each duly executed by Borrower and each Subsidiary, as applicable; (b) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (c) a duly executed Fee Letter; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedBorrower and each Subsidiary is qualified to conduct business, each properly as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a certificate of Borrower in substantially the form of Exhibit F hereto executed by a Responsible Officer the Secretary of the Borrower: Borrower with appropriate insertions and attachments, including with respect to (i) executed counterparts the Operating Documents of this Agreement satisfying the requirements Borrower (which Certificate of Section 11.10; (ii) a customary certificate Incorporation of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from shall be certified by the Secretary of State of the State of Delaware Delaware) and (ii) the resolutions adopted by Borrower’s board of directors for the purpose of approving the transactions contemplated by the Loan Documents; (f) certified copies, dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and no earlier than thirty (iii30) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days days prior to the Effective Date., of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan, will be terminated or released; and (cg) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties payment of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as closing fee payable under the terms of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Fee Letter. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 10.02): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, Borrower and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, its Subsidiaries to the Administrative Agent, the Joint Lead Arrangers and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or about such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and the Borrower to enter into and perform its obligations under the Loan Documents; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower, but only where such concept is applicable; (iii) A customary certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of (x) ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of the Borrower and (y) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) The representations Borrower and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)its Subsidiaries. (e) The Borrower Administrative Agent shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy each of the Business Combination AgreementTarget Acquisition Documents. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 10.02), and (z) a copy of the Offer Announcement, in each case, in form such notice shall be conclusive and substance satisfactory to the Lendersbinding.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is each Lender to make their respective Commitments available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, Effective Date in a manner satisfactory to each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerLender: (i) executed counterparts Each Lender shall have received the following documents, each dated and i n form and substance as i s sati sfactory to each L ender: (1) copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement satisfying Agreement, the requirements of Section 11.10; (ii) a customary certificate Bank Notes and the Indenture, certified by an authorized official of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Authority as being true and by-laws as complete and in full force and effect on the Effective Date, Date and a good standing certificate for it from the Secretary of State copy of the State resolution of Delaware dated as of a recent date and resolutions of its the Board of Directors authorizing executionCommissioners of the Authority approving the execution and delivery of the BOE Contract; (2) certified copies of all approvals, delivery authorizations and performance consents of any trustee, or holder of any indebtedness or obligation of the Authority or any Governmental Authority necessary for the Authority to enter into each of this Agreement Agreement, the Bank Notes and the other Loan Documents Indenture and the transactions contemplated herein and therein; (A) the audited annual fi nancial statements of the Authority for the Fiscal Year ended J une 30, 2017, and a copy of the most recent budget of the Authority (such requirement to which it be satisfied if such information is a partyavailable on the Authority’s website) and (B) the investment policy of the Authority; and (iii4) a customary incumbency an executed certificate in respect of each an authorized official of the officers Authority dated the Effective Date certifying as to the authority, incumbency and specimen signatures of the Borrower who are authorized officials authorized to sign this Agreement and the B ank N otes and any other Loan Documents on its behalf documents to be del ivered by it hereunder and who will, until replaced by another officer or officers duly wi 11 be authorized for that purpose, act as its representative for to represent the purposes of signing documents and giving notices and other communications Authority in connection with this Agreement, upon which the other Loan Documents Administrative Agent and the transactions contemplated hereby Lenders may rely until it receives a new such certificate; (5) an executed A uthori zed R epresentative Certi fi cate; (6) an executed certificate dated the Effective Date and therebyexecuted by an Authorized Representative, certifying that as of the Effective Date the Debt Service Ccverage Ratio i s equal to or greater than 130%; (7) an executed ori gi nal or certi fi ed copy, as appl i cabl e, of each of the Program Documents; (8) each original executed Bank Note; and (9) an IRS Form W-9 duly completed by the Authority. (bii) All fees required by There shall not have occurred any change or any development involving a prospecti ve change i n the Loan Documents f i ▇▇▇▇▇ al or operati ng condi ti on of the A uthori ty or its ability to pay the Obligations from that set forth in the audited annual financial statements of the Authority for the Fiscal Year endedJ une 30, 2017, provided to the Administrative Agent and the Lenders, that in the judgment of the Administrative Agent or either Lender is material or adverse to the Lenders. No law, regulation, ruling or other action of the United States, the State of California or the State of New York or any political subdivision or authority therein or thereof shall be paid in effect or shall have occurred, the effect of which would be to prevent the Authority, the Administrative Agent or either Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (including fees payable on or prior iii) Each Lender shall have received an opinion addressed to the Administrative Agent and each Lender and dated the Effective Date pursuant from the City Attorney of the City and County of San Francisco, in form and substance reasonably satisfactory to the Fee LettersLenders and their counsel, which prcvides for, among other opinions, the following: (1) the execution, delivery and performance by the BorrowerAuthority of this Agreement, each Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and all invoiced expenses (including Attorney Costs) required to be paid require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and such executi on, del ▇▇▇▇▇ and performance does not vi d ate the Borrowerconsti tuti on or I aws of the State, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior this Agreement, each Bank Note and the Indenture have been duly authorized, executed and delivered and this Agreement and each Bank Note are valid, binding and enforceable against the Authority, and (3) such other matters as the Lenders may reasonably request, in form and substance satisfactory to the Lenders and their counsel. (iv) The following statements shall be true and correct on the Effective Date. (c) The Arrangers , and each Lender shall have received all documentation and other information required a certificate signed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsan Authorized Representative, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date., certifying that: (d1) The (A) the representations and warranties of the Borrower Authority contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be the Indenture, the Bank Notes and this Agreement are true and correct on and as of the Effective Date as though made on and there as of such date (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date); (B) no Default hereunderor Event of Default has occurred and is continuing or would result from the Authority’ s execution and del ▇▇▇▇▇ of thi s Agreement or the B ank Notes or the acceptance of the Commitment by the Authority; (C) the audited annual financial statements of the Authority for the Fiscal Year endedjune 30, 2017, including the balance sheet as of such date of said period, all examined and reported on by ▇▇▇▇▇▇▇▇, Trine, Day & Co. LLP as heretofore delivered to the Administrative Agent and each Lender correctly and fairly present the financial condition of the Authority as of said date and the Borrower results of the operations of the Authority for such period, have been prepared in accordance with GAAP consistently applied except as stated in the notes thereto; (D) sincej une 30, 2017, except as disclosed to the Admi ni strative Agent and each Lender i n writi ng, there has been no Material Adverse Change or Material Adverse Operational Effect; (E) the acceptance of the Commitment by the Authority pursuant to this Agreement is an arm’s length commercial transaction between the Authority, the Administrative Agent and each Lender; (F) the Authority has consulted with its own respective legal and financial advisors in connection with the acceptance of the Commitment by the Authority pursuant to this Agreement; (G) neither the Administrative Agent nor the Lenders have acted as a fiduciary in favor of the Authority with respect to the Bank Notes or the acceptance of the Commitment by the Authority; (FI) all conditions precedent set forth in the Indenture with respect to issuance of each Bank Note shall have delivered a certificate from a Responsible Officer certifying been satisfied and (I) to the satisfaction best knowledge of the condition precedent Authority, the Authority Rating has not been reduced, withdrawn or suspended by any Rating Agency since the dated date of the Rating Documentation; and (2) No actions, suits or proceedings are pending in which service of process has been completed against the Authority or, to the Authority’s knowledge, threatened against the Authority in any court or before any arbitrator of any kind or before or by any governmental or non-gcvernmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. For the avoidance of doubt, this clause (d)certification does not apply to the Sunshine Ordinance Litigation. (ev) The Borrower Each Lender shall have received (x) a copy an opinion addressed to the Administrative Agent and each Lender and dated the Effective Date of Bond Counsel as to the due authorization, execution and delivery of this Agreement, each Bank Note and the Indenture, and as to the validity and enforceability with respect to the Authority of this Agreement, each Bank Note and the Indenture, the exclusion of interest on the Loans from gross income for federal income tax purposes of the fully executed Purchase AgreementLenders, (y) a copy the pledge of the Business Combination AgreementRevenues securing each Bank Note constituting avalid pledge, and (z) a copy of such other matters as the Offer Announcement, in each caseAdministrative Agent or either Lender may reasonably request, in form and substance sati sfactory to the Admi ni strative Agent, the Lenders and thei r counsel. (vi) All necessary action on the part of the Authority shall have been taken as required for the assignment and pledge of a lien on the Revenues for the benefit of the Lenders as described in Section 5.1 hereof. (vii) All other legal matters pertaining to the execution and delivery of this Agreement, the Bank Notes and the other Program Documents shall be satisfactory to the LendersAdministrative Agent, the Lenders and their counsel. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that all conditions precedent to the issuance of each Bank Note as Parity Debt pursuant to the Indenture have been satisfied. (viii) The Administrative Agent shall have received written confirmation dated within ten (10) days prior to the Effective Date that the Authority Ratings are at least “AA” (or its equivalent) by S&P and “AAT’ (or its equivalent) by Fitch (referred to herein as the “ Rating Documentation”). (ix) No Bank Note shall be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document, (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service or (v) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent. (x) Each Lender shall have determined (in its sole discretion) that (i) none of the making of any Advances or Loans or the consummation of any of the transactions contemplated by this Agreement, the Bank Notes and the other Program Documents will violate any law, rule, guideline or regulation applicable to the Authority, the Administrative Agent or such Lender, this Agreement or any other Program Document; and (ii) si nee June 30, 2017, nothing has occurred which would be reasonably likely to result in a Material Adverse Effect or a Material Adverse Operational Effect; and (iii) there has been no material adverse change in the laws, rules or regulations (or their interpretation or administration) that, inany case, may adversely affect the consummation of the transacti ons contempl ated hereby, or by any Program Document. (xi) Each Lender and the Administrative Agent shall have received such other documents, certificates, opinions, approvals and filings with respect to this Agreement, the Bank Notes and the other Program Documents as either Lender or the Admi ni strative Agent may reasonably request. (xii) The Authority shall have paid State Street in full for (A) interest on the Existing Advance to but not including the Effective Date and calculated as set forth in the Existing Credit Agreement and (B) all unpaid commitment fees under the Existing Credit Agreement for the period from and including April 2, 2018, to but not including the Effective Date. (A) Each Lender and the Administrative Agent shall have received a flow of funds memorandum executed by an Authorized Representative of the Authority, each Lender and the Administrative Agent with respect to the Existing Advance remaining outstanding as the Initial Revolving Loan hereunder on the Effective Date and (B) U.S. Bank shall have funded its Commitment Percentage of the Existing Advance as set forth in such flow of funds memorandum.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall not become effective, and no Extensions of this Agreement is subject to the satisfaction Credit shall be made hereunder, unless all of the following conditions precedentprecedent set forth in this Section 4.1 shall have been satisfied: (a) The Administrative Agent’s receipt of the followingAgent shall have received, with a copy for each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerBank: (i) executed counterparts the certificate or articles of this Agreement satisfying incorporation, as then in effect, of each Borrower, certified by the requirements Secretary or an Assistant Secretary of Section 11.10such Borrower on the Effective Date; (ii) (A) a customary certificate of good standing of each Borrower (other than PSI Energy) from its state of incorporation and (B) satisfactory evidence of the status of PSI Energy as a duly organized and validly existing corporation under the laws of the State of Indiana, dated, in each case, as of a recent date; (iii) the by-laws, as then in effect, of each Borrower, certified by the Secretary or an Assistant Secretary of the such Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from ; (iv) the Secretary of State resolutions of the State of Delaware dated as of a recent date and resolutions of its Board of Directors of each Borrower, authorizing execution, the execution and delivery and performance of this Agreement and the other Loan Documents each Financing Document to which it is a party, and the continuing performance of the Financing Documents and the Borrowings herein provided for, certified by a Secretary or Assistant Secretary of such Borrower on the Effective Date; (v) certified copies of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by each Borrower in connection with the execution and delivery of the Financing Documents, and the continuing performance of the Financing Documents and the Borrowings herein provided for, certified by the Secretary or an Assistant Secretary of such Borrower on the Effective Date; and (iiivi) a customary incumbency certificate in respect of the Secretary or an Assistant Secretary of each Borrower, dated the Effective Date, certifying the names and true signatures of the officers of the such Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with instruments contemplated by this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required The Administrative Agent shall have received the Notes payable by each of the Loan Documents to be paid (including fees payable on or prior Borrowers to the Effective Date pursuant order of each Bank with respect to its proportionate share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective DateCommitments. (c) The Arrangers Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsfavorable opinions, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date, of: (i) J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Senior Counsel of the Borrowers, in substantially the form of Exhibit C; and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto. (d) The following statements shall be true and the Administrative Agent shall have received, with a copy for each of the Banks, a certificate of a Responsible Officer of each Borrower, dated as of the Effective Date, stating that: (i) the representations and warranties set forth in Section 5.1 of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be this Agreement are true and correct on and as of the Effective Date as though made on and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying as of such date (except to the satisfaction extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true as of the condition precedent in this clause such other date), and (d)ii) no event has occurred and is continuing that constitutes a Default or an Event of Default. (e) The Borrower Borrowers shall have paid all fees under or referenced in Section 2.3 hereof, to the extent then due and payable. (f) The commitments of the lenders under the Existing Credit Agreements shall have been terminated, no extensions of credit (other than the Existing Letters of Credit) and no interest thereon shall be outstanding or other amounts be due and owing thereunder. (g) The Administrative Agent shall have received (x) a copy of such other approvals, opinions or documents as any Bank through the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersAdministrative Agent may reasonably request.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject No Lender shall be required or obligated to make any Advance, and no Issuing Bank shall be required or obligated to make L/C Credit Extensions, in each case until the satisfaction of first Business Day (the “Effective Date”) on which the following conditions precedent:precedent have been satisfied (or waived, as evidenced by an “effective date” notice to the Borrower from each Issuing Bank and the Administrative Agent), as determined by each Lender and each such Issuing Bank (provided that if the Effective Date does not occur on or before March 31, 2010, the Commitments of the Lender Parties shall terminate on such date): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) (unless otherwise specified), each properly executed by a Responsible Officer of the Borrower:, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Lender Parties (unless otherwise specified) and in sufficient copies for each Agent and the Borrower (unless otherwise specified): (i) five (5) executed counterparts of this Agreement satisfying the requirements of Section 11.10Agreement; (ii) a customary certificate of to the Secretary or Assistant Secretary extent requested, duly executed Notes of the Borrower attaching for the account of each Lender that has so requested complying with the provisions of Section 2.14; (iii) certified copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated as directors of a recent date the Borrower approving the Transactions and resolutions of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the other Loan Documents each Financing Document to which it the Borrower is or is to be a party; and, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Financing Document to which the Borrower is or is to be a party; (iiiiv) copies of a certificate of the Secretary of States of Maryland and Virginia, dated on or no earlier than 15 days before the Effective Date, certifying (A) as to a true and correct copy of the certificate of formation of the Borrower and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary’s office, (2) the Borrower has paid all franchise taxes to the date of such certificate and (3) the Borrower is duly formed and in good standing or presently subsisting under the laws of the States of Maryland and Virginia; (v) copies of a certificate of the Secretary of State of each jurisdiction (other than the jurisdiction of its formation) set forth in Schedule 3.01(a) which shall be each jurisdiction where the Borrower conducts a material portion of its business, on or no earlier than 30 days before the Effective Date, stating that the Borrower is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (vi) a customary incumbency certificate signed on behalf of the Borrower by its secretary or any assistant secretary (the statements made in respect which certificate shall be true on and as of the Effective Date), certifying (A) as to a true and correct copy of the Constituent Documents of the Borrower as of the Effective Date and each amendment to its Constituent Documents, if any, from the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted to the Effective Date, (B) the absence of any proceeding for the dissolution or liquidation of the Borrower and (C) the names and true signatures of the officers of the Borrower who are authorized to sign this Agreement each Financing Document to which it is or is to be a party and the other Loan Documents on its behalf documents to be delivered hereunder and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.thereunder; (bvii) All fees required forecasts prepared by management of the Loan Documents Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent on a consolidated basis for each fiscal year commencing with the fiscal year ending December 31, 2009 through the fiscal year ending December 31, 2012 to Lenders who agree to be paid (including fees payable on or prior bound by customary confidentiality and non-disclosure agreements satisfactory to the Effective Date pursuant to the Fee LettersBorrower; (viii) by a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Borrower, as to such matters as the Administrative Agent may reasonably request; (ix) legal opinions of Hunton & ▇▇▇▇▇▇▇▇ LLP and all invoiced expenses (including Attorney Costs) required DLA Piper LLP, local counsel to be paid by the Borrower, as to such matters as the Administrative Agent may reasonably request; (x) a certificate signed by a Responsible Officer of the Borrower to the Administrative Agent, effect that (A) the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (Article IV and each other than Section 5.14) or any other Loan Financing Document shall be are true and correct on and as of the Effective Date and there (B) No Default has occurred and is continuing; and (xi) audited Consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending December 31, 2008 and unaudited financial statements for the fiscal quarter periods ended March 31, 2009, June 30, 2009 and September 30, 2009. (b) All material Governmental Approvals and third party consents and approvals or waivers necessary in connection with the Transactions shall have been obtained and shall be no Default hereunderin full force and effect, and the Borrower Administrative Agent shall have delivered a certificate from a Responsible Officer certifying received evidence satisfactory to it that the foregoing have been accomplished. (c) Except for Disclosed Matters as of the date hereof, since December 31, 2008, there shall not have occurred any Material Adverse Change. (d) All Taxes (i) due and payable on or prior to the satisfaction Effective Date by the Borrower or any of its Subsidiaries in connection with the execution, delivery, filing, recording or admissibility in evidence of the condition precedent Financing Documents or to ensure the legality, validity, enforceability or admissibility in evidence of the Financing Documents and (ii) due and payable on or prior to the Effective Date by the Borrower or any of its Subsidiaries in connection with the consummation of the transactions contemplated by, and the performance of, the Financing Documents shall, in the case of clauses (i) and (ii) of this clause (dSection 3.01(d), have been duly paid in full. (e) The Borrower shall have received (x) a copy paid all accrued fees of the fully executed Purchase AgreementAdministrative Agent, (y) a copy the Lender Parties and the Arranger Parties and all accrued expenses of the Administrative Agent and the Arranger Parties to the extent invoiced at least five Business Combination AgreementDays prior to the Effective Date. (f) The Borrower shall have received a senior unsecured long-term investment-grade rating (or, in the absence thereof, an issuer rating) from each of S&P, ▇▇▇▇▇’▇ & Fitch. (g) The Borrower shall have duly obtained or been assigned and there shall be in full force and effect in the name of the Borrower, and not subject to any current legal proceeding (z) a copy including any Environmental Claim), waiting period or appeal or to any unsatisfied condition that would reasonably be expected to allow material modification, expiration or revocation of, and all applicable appeal periods shall have expired with respect to, all material Applicable Permits required under Applicable Law or Environmental Law to be obtained by the Borrower as of the Offer AnnouncementEffective Date for the then-current stage of development of the TrAIL Transmission Line, except for any Permit or Environmental Permit the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. Such Applicable Permits shall not be subject to any restriction, condition, limitation or other provision that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. With respect to any Permit or Environmental Permit not yet obtained, no facts or circumstances exist, in each casethe reasonable judgment of the Borrower, in form and substance satisfactory which indicate that any such Permit or Environmental Permit will not be obtainable prior to the Lenderstime that such Permit or Environmental Permit becomes an Applicable Permit.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective and the Revolving Commitments (other than the Closing Date Revolver Portion) shall be available on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of the followingAgent (or its counsel) shall have received from STERIS, New HoldCo and each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, other Effective Date Party and each properly executed by a Responsible Officer of the Borrower: Lender either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed such a counterpart. (b) All fees required and other amounts then due and payable by any of the Borrowers to the Administrative Agent, each Joint Lead Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid (including fees payable on or paid, to the extent invoiced by the relevant person at least three Business Days prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent (or its counsel) shall have received on or before the Effective Date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of STERIS, New HoldCo and each other Effective Date Party authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of STERIS, New HoldCo and each other Effective Date Party, but only where such concept is applicable; (iii) A customary certificate of STERIS, New HoldCo and each other Effective Date Party certifying the names and true signatures of the officers of STERIS, New HoldCo and each other Effective Date Party authorized to sign this Agreement and the other documents to be delivered hereunder; and (iv) A favorable opinion letter of (A) the General Counsel of STERIS and (B) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and/or other legal counsel to STERIS reasonably satisfactory to the Administrative Agent, in each case in form and substance consistent with those delivered under the Bridge Facility or, as applicable such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS, New HoldCo and each other Effective Date Party). (d) [Reserved.] (e) The Administrative Agent shall have received, on or prior to the Effective Date, so long as requested no less than five Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested relating to STERIS, New HoldCo and each other Effective Date Party. (f) Substantially contemporaneously therewith, the Existing STERIS Credit Agreement shall be terminated in writing prior to full and all outstanding obligations thereunder shall be repaid in full (other than contingent obligations not then due). (g) To the extent Advances are being made on the Effective Date. (d) , the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. The representations Administrative Agent shall notify the Borrowers and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as Lenders of the Effective Date and there shall be no Default hereunder, and in writing promptly upon the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition conditions precedent in this clause Section 3.01 being satisfied (dor waived in accordance with Section 9.01). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form such notice shall be conclusive and substance satisfactory to the Lendersbinding.