Common use of Conditions Precedent to Effective Date Clause in Contracts

Conditions Precedent to Effective Date. The obligations of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of each of the following conditions precedent on or before the Effective Date in a manner satisfactory to the Lender: (i) 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 of this Agreement, including the effectiveness of the obligations of the Lender to amend make the additional Term Loans to Borrower as provided in Section 1 above and restate the Original Revolving Credit Agreement and make to perform any of its Commitment available hereunder other obligations as provided for herein, shall be subject to the fulfillment satisfaction (or waiver by Lender in its sole discretion) of each of the following conditions 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) All of the conditions 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 Effective Date in a manner satisfactory to the Lender:close of business on April 16, 2003; (ib) The Lender shall have received each of the following documentsdocuments set forth on the Schedule of Documents, each dated and in form and substance as is satisfactory to Lender, each duly executed by 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Dateappropriate parties thereto; (2c) certified copies Lender shall have received a non-refundable capital fee in the amount of all approvals$900,000, authorizations and consents of any trustee, or holder of any indebtedness or obligation provided that such amount may be withheld by the Lender from the funding of the Authority or any Governmental Authority necessary additional Term Loans provided for the Authority to enter into each of this Agreement, the Bank Note and the Indenture and the transactions contemplated herein and thereinin Section 1.1 above; (3d) reserved; (4) an executed certificate Lender shall have received satisfactory evidence that each of an authorized official Borrower and Overhill Ventures have obtained all required Consents and approvals of the Authority dated the Effective Date certifying as all Persons, including all requisite Governmental Authorities, to the authorityexecution, incumbency delivery and specimen signatures performance of the authorized officials authorized to sign this Agreement and the Bank Note and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program Loan Documents; (8) an executed copy e) 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 Bank Note 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 representations and warranties made by Borrower in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date made, and shall be true and correct in all respects on and as of the Effective Date, with the original wet ink Bank Note to follow promptly after same effect as if made on and as of the Effective Date; and (9) an IRS Form W-9 duly completed by the Authority. (ii) There shall not have occurred any change or any development involving a prospective change in the financial or operating condition each of the Authority or its ability to pay the Obligations from that set forth in the audited annual financial statements covenants, agreements and obligations 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 in effect or shall have occurred, the effect of which would be to prevent the Authority or the Lender from fulfilling its respective obligations Borrower under this Agreement and the other Program Documents. (iii) The Loan Documents to be performed or satisfied by it on or prior to the Effective Date has been performed or satisfied by it on or before the Effective Date; no Default or Event of Default shall exist and be continuing under the Existing Loan Agreement or any other Loan Document or shall result from the amendment and restatement of the 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 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 have been satisfied and fulfilled; and Lender shall have received an opinion addressed officers’ certificate to that effect signed by the Lender President and dated Chief Executive Officer and the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇]Chief Financial Officer, counsel to the Authority, which shall also include certifications in form and substance reasonably satisfactory to the Lender, affirming that no Consents referred to in Section 2.1(d) are required other than those obtained by Borrower and Overhill Ventures; (h) Lender and its counselshall have received all other reports, which provides forcertificates, among other opinions, the following: (1) the execution, delivery and performance by the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and require no action by or in respect ofstatements, or filing with, any governmental body, agency or official that has not been accomplished and such execution, delivery and performance does not violate the constitution or laws of the State, (2) 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 opinions as the Lender may reasonably request; (i) the Borrower shall have delivered to the Lender, and the Lender shall have approved, the Projections. The Projections shall be accompanied by an Officers’ 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, 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 counsel.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; (ivk) The following statements the Borrower and Overhill Ventures shall be true each have delivered a customary Secretary’s certificate wherein its respective Secretary shall have certified as to their respective charter and correct on bylaws and all board of directors resolutions relating to the Effective Date, authorization of the Loan Documents and such other matters as Lender reasonably requests; (l) the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestSolvency Certificate, in form and substance satisfactory to the Lender Lender, duly executed by the President and its counsel. (vi) All necessary action on Chief Executive Officer and the part Chief Financial Officer of the Authority 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 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 no rights under 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 Agreement or any other securities depository,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 obligations of This Agreement shall become effective on the Lender to amend and restate date (such date, the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of “Effective Date”) when each of the following conditions precedent on is satisfied (or before waived) in accordance with the Effective Date in a manner satisfactory to the Lenderterms herein: (i) 4.1 The Lender Administrative 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 following documents, each dated and in form and substance as is satisfactory to the Lender: (1) certified copies Borrower under Section 12.03 of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this AgreementCredit Agreement (including, the Bank Note fees, charges and the Fourth Supplemental Indenture, certified by an authorized official disbursements of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇▇ ▇▇▇▇]▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Authority, in form Administrative Agent and substance reasonably satisfactory other advisors to the Lender Administrative Agent in accordance therewith (if any)). 4.2 The Administrative Agent shall have received from the Borrower, each Guarantor, and its counseleach Lender, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority counterparts of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and Agreement signed on behalf of such execution, delivery and performance does not violate the constitution or laws of the State, (2) 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 counselPersons. (iv) The following statements shall be true and correct on 4.3 As of the Effective Date, and the Lender shall have received a certificate signed by an Authorized Representativeafter giving effect to this Agreement, dated the Effective Date, certifying that: (1) (Aa) the representations and warranties of the Authority contained each Loan Party set forth in the Indenture, the Bank Note Credit Agreement and this Agreement in each other Loan Document are true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and as of the Effective Date as though made on warranty shall be true and as of such date (correct), except to the extent any such representation or warranty specifically relates representations and warranties expressly relate to an earlier date, then in which case they shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty shall be true and correct correct) as of such earlier date); date and (Bb) no Default or Event of Default has occurred and is continuing continuing. 4.4 That certain Assignment and Assumption, dated as of April 21, 2020, between the Citigroup Financial Products Inc., as assignor, and Värde Investment Partners, L.P., as assignee, shall have been consummated, or would result from shall be consummated substantially concurrently with the Authority’s execution and delivery effectiveness 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 30Amendment, 2023and shall be in full force and effect and be valid, including the balance sheet as of such date of said period, all examined binding 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 results of the operations of the Authority for such period, have been prepared enforceable in accordance with GAAP consistently applied except its terms and as stated a result Värde Investment Partners, L.P. shall have become, or shall become substantially concurrently with the effectiveness of this Amendment, an Affiliated Lender (as defined herein) holding Loans in an aggregate principal amount of $25,723,684.21 and Commitments of $25,723,684.21. Each party hereto hereby authorizes and directs the notes thereto; Administrative Agent to declare the this Agreement to be effective (Dand the Effective Date shall occur) since June 30when it has received documents confirming or certifying, 2023, except as disclosed to the Lender in writing, there has been no Material Adverse Change or Material Adverse Operational Effect; (E) the acceptance reasonable satisfaction 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 Administrative Agent, compliance 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 this Section 4. Such declaration shall have been satisfied be final, conclusive and (I) binding upon all parties to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectCredit Agreement for all purposes. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 obligations of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder Effective Date shall be subject deemed to the fulfillment of each have occurred when all of the following conditions precedent on or before the Effective Date in have been satisfied, as evidenced by a manner satisfactory to the Lendercertificate signed by Landlord and Tenant: (ia) The Lender This Lease 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) this Agreement, the Bank Note and the Indenture have been duly authorized, executed and delivered by Landlord 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 counselTenant. (ivb) The following statements Upon receipt of the consent of the existing lender or trustee on the Existing Financing to Landlord and Tenant entering into this Lease and to Tenant assuming the obligations of Landlord for repair, maintenance and operation of the Sewage Disposal System, which shall have been duly executed and delivered to Landlord and Tenant and shall be true in full force and correct on effect, Tenant and Landlord shall enter into an agreement for Tenant to reimburse up to Two Hundred Thousand ($200,000.00) of the Effective DateLandlord’s obligations under the Existing Financing which remains after the application of any Current Surplus to the outstanding indebtedness pursuant to Section 2.1(h)(i) or (ii). Such agreement, when executed, shall be attached hereto as Exhibit “F” and the Lender incorporated herein [delete if NA]. (c) Landlord shall have received a certificate signed by an Authorized Representativedelivered to Tenant all Sewage Disposal System Due Diligence Materials, dated the Effective Date, certifying that:all of which shall be subject to Tenant’s review and approval. (1d) (A) Tenant shall have secured all permits and other governmental approvals necessary to operate the representations and warranties of the Authority contained in the IndentureSewage Disposal System, the Bank Note and this Agreement which are true and correct on and as of the Effective Date as though made on and 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 or 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectExhibit “C” attached hereto. (ve) The Lender Tenant and Landlord shall have received an opinion addressed from bond counsel to the Lender effect that the lease of the Sewage Disposal System to Tenant will not, in and dated of themselves, materially impair the Effective Date tax-exempt status 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 LenderExisting Financing, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counselif any [delete if NA]. (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 obligations occurrence of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be Effective Date is subject to the fulfillment of each satisfaction of the following conditions precedent precedent: (a) 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; provided that on and after giving effect to the transactions to occur on the Effective Date (i) the aggregate amount of First Lien Obligations shall not exceed $1,400,000,000 and (ii) the aggregate amount of First Lien Obligations and Second Lien Obligations shall not exceed $2,000,000,000; (b) 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 Effective Date, the Existing Loans have been repaid (and any corresponding commitments have been terminated) in an aggregate amount which reduces the outstanding principal balance of the 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 the Circus Deeds of Trust, the MGM Resorts Completion Guarantee, the First Lien Intercreditor Agreement and the 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 in a manner satisfactory to shall have been paid and the Lender: (i) The Lender Administrative Agent shall have received and shall be in a position to pay to all Lenders 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, the Bank Note and the Fourth Supplemental Indenture, certified fees contemplated by an authorized official of the Authority as being true and complete and in full force and effect on the Effective DateSection 2.06; (2f) certified copies of all approvals, authorizations and consents of any trustee, or holder of any indebtedness or obligation none of the Authority or any Governmental Authority necessary for final offering memorandum in respect of the Authority to enter into each of this AgreementFirst Lien Notes and the Second Lien Notes, the Bank Note First Lien Indenture nor the Second Lien Indenture shall contain any terms or provisions which are materially adverse to the Lender Secured Parties and materially different from those in the Indenture and Draft Offering Memo unless otherwise agreed by the transactions contemplated herein and thereinRequired Lenders; (3g) reserved; (4) an executed certificate no Default shall exist, or would result from the occurrence 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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program Documents; (8) an executed copy of the Bank Note with the original wet ink Bank Note to follow promptly after the Effective Date; and (9h) an IRS Form W-9 duly completed by the Authority. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender Administrative Agent shall have received an opinion addressed to the Lender and dated the Effective Date from [opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Borrower and its Subsidiaries, Lionel, ▇▇▇▇]▇▇ and ▇▇▇▇▇▇▇, Nevada counsel to the Authority, in form and substance reasonably satisfactory to the Lender Borrower and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary actionSubsidiaries, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 & ▇▇▇▇▇▇, LLP, counsel to MGM Resorts and its Subsidiaries, covering such matters, as heretofore delivered the Administrative Agent may request and addressed to the Lender correctly Administrative Agent, the Collateral Agent and fairly present each Lender. Upon the financial condition satisfaction of the Authority as of said date foregoing conditions, the Administrative Agent is hereby authorized to, and shall, make the results 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 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 this Section 4.02 is satisfied prior to issuance of the Bank Note shall have been satisfied and (I) to the best knowledge of the Authority5:00 p.m., the Authority Rating has not been reducedNew York City time, withdrawn or suspended by any Rating Agency since the dated date of the Rating Documentation; and (2) No actionson January 31, suits or proceedings are pending in which service of process has been completed against the Authority or2010, 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. (v) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date of Bond Counsel as to the due authorizationshall not occur, execution and delivery of this AgreementAgreement shall not become effective, the Bank Note commitments of the Replacement Lenders to make replacement Term Loans hereunder shall terminate 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, Existing Credit Agreement shall remain in form and substance satisfactory to the Lender and its counselfull effect. (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 obligations Article II hereof shall be effective on and as of the Lender to amend and restate date (the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of "Effective Date"), on which each of the following conditions precedent on shall have been satisfied or before the Effective Date in a manner satisfactory to the Lenderduly waived: (a) 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 charter, 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 National Health Care Group Inc., Revlon Guarantor, Revlon Holdings Inc., Revlon Worldwide Corporation and Revlon, including the terms and conditions of the 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) The Lender shall would be reasonably likely to have received a Material Adverse Effect (in the following documents, each dated and in form and substance as is satisfactory to the Lender: case of clause (1) certified copies of the resolution(sa) of the Board of Commissioners of definition thereof, the Authority approving term "Person" shall refer to such Loan Party, such FN Party or such Designated Operating Company, as the execution and delivery case may be) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document, any FN Document or the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official consummation of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein hereby and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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 Authoritythereby. (iid) There Nothing shall not have occurred any change or any development involving a prospective change in the 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 come to the Lender, that in the judgment attention of the Lender is material or adverse to the Lender. No law, regulation, ruling or other action Parties in respect of any of the United StatesA Companies, the State of California or the State of New York 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 Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or Event of Default has occurred and is continuing or would result from the Authority’s execution and delivery of this Agreement Designated Operating Companies or the Bank Note that is inconsistent with or the acceptance different from in any adverse respect any 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 results of the operations due diligence investigations 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 Persons conducted in connection with the acceptance of Original Credit Agreement, the Commitment by Second Credit Agreement, the Authority pursuant to this Third Credit Agreement or the Existing Credit Agreement; (G) 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 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 Parties shall have been satisfied and (I) given such access to the best knowledge management, records, books of account, contracts and properties of each A Company, each Designated Operating Company or the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectBank as they shall have requested. (ve) The Lender Borrower shall have received an opinion addressed paid all accrued fees of the Administrative Agent and the Lender Parties and all accrued expenses of the Administrative Agent (including the reasonable fees and expenses of counsel 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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”Administrative Agent). (ixf) No Bank Note The Lenders shall be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository,satisfied that the Borrower has the ability to service the interest payments in respect of the Facilities.

Conditions Precedent to Effective Date. The obligations Article II hereof shall be effective on and as of the Lender to amend and restate date (the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of "Effective Date"), on which each of the following conditions precedent on shall have been satisfied or before the Effective Date in a manner satisfactory to the Lenderduly waived: (a) 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 charter, 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 Revlon Guarantor, Revlon Worldwide Parent, Revlon Worldwide Holdings, Consolidated Cigar Holdings and PCT, including the terms and conditions of the 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 and the Revolving Credit 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) The Lender shall would be reasonably likely to have received a Material Adverse Effect (in the following documents, each dated and in form and substance as is satisfactory to the Lender: case of clause (1) certified copies of the resolution(sa) of the Board of Commissioners of definition thereof, the Authority approving term "Person" shall refer to such Loan Party, such FN Party or such Designated Operating Company, as the execution and delivery case may be) or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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 Revolving Credit Agreement, any Note, any other Loan Document, any Related Document, any FN Document or the Bank Note and the Indenture and consummation of the transactions contemplated herein hereby and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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 Authoritythereby. (iid) There Nothing shall not have occurred any change or any development involving a prospective change in come to the financial or operating condition attention of the Authority or its ability to pay the Obligations from that set forth Lenders in the audited annual financial statements respect of any 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 StatesA Companies, the State of California or the State of New York 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 Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or Event of Default has occurred and is continuing or would result from the Authority’s execution and delivery of this Agreement Designated Operating Companies or the Bank Note that is inconsistent with or the acceptance different from in any adverse respect any 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 results of the operations due diligence investigations 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 Persons conducted in connection with the acceptance of Original Credit Agreement, the Commitment by Second Credit Agreement, the Authority pursuant to this Third Credit Agreement, the Fourth Credit Agreement or the Existing Term Credit Agreement; (G) the Lender has not acted as a fiduciary in favor 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 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 Lenders shall have been satisfied and (I) given such access to the best knowledge management, records, books of account, contracts and properties of each A Company, each Designated Operating Company, Consolidated Cigar Holdings, PCT or the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender Bank as they shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counselrequested. (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 obligations Article II hereof shall be effective on and as of the Lender to amend and restate date (the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of "Effective Date"), on which each of the following conditions precedent shall have been satisfied or duly waived. (a) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries, including the terms and conditions of the Constitutive Documents and each class of capital stock or other equity interest of each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (b) All of the governmental authorizations, and all of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with any of the Loan Documents or any of the other transactions contemplated thereby, other than the governmental authorizations, and the consents, approvals, authorizations, notices, filings and other actions described on Schedule 4.01(d) hereto, shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any competent authority. (c) The Lender Parties shall be satisfied that all Existing Debt other than the Debt identified on Schedule 4.01(ff) (the "Surviving Debt") shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all such Surviving Debt shall be on terms and conditions satisfactory to the Lender Parties. (d) There shall have occurred no Material Adverse Change in (i) the Borrower, together with its Subsidiaries, taken as a whole, since April 30, 1997, (ii) the Information provided to the Lender Parties prior to the Closing Date, or (iii) the financial markets, which, in the judgment of the Lender Parties, would make it impractical or inadvisable to proceed with the funding of the Facilities. (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 be reasonably likely to have a Material Adverse Effect with respect to any Loan Party or any Lender Party other than the matters described on Schedule 3.01(e) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document or the consummation of the transactions contemplated hereby. (f) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties). (g) All amounts under the Existing Credit Agreement shall have been paid in full and all commitments thereunder shall have been terminated. (h) The Administrative Agent shall have received on or before the Effective Date day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) The Notes payable to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors (or persons performing similar functions) of the Borrower and each other Loan Party approving this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate (or the equivalent thereof) action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Notes and each other Loan Document. (iii) A copy of the Constitutive Documents of the Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the Initial Extension of Credit) by the Secretary of State (or similar governmental authority) of the jurisdiction of its organization as being a true and correct copy thereof. (iv) A copy of a certificate of the Secretary of State (or similar governmental authority) of the jurisdiction of its organization, dated reasonably near the date of the Initial Extension of Credit, listing the charter (or similar Constitutive Document) of the Borrower 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 (or similar Constitutive Document) on file in his office, (B) the Borrower and each other Loan Party have paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) the Borrower, and each other Loan Party are duly organized and in good standing under the laws of the State of the jurisdiction of its organization. (v) A copy of a certificate of the Secretary of State (or the equivalent governmental authority) of each jurisdiction in which any Loan Party is qualified or licensed as a foreign corporation, partnership, limited liability company or other Person, dated reasonably near the date of the Initial Extension of Credit, stating that the Borrower and each other Loan Party are duly qualified and in good standing as a foreign corporation, partnership, limited liability company or other Person in such State and have filed all annual reports required to be filed to the date of such certificate. (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 (or persons performing similar functions), dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter (or similar Constitutive Document) of the Borrower or such other Loan Party since the date of the Secretary of State's (or equivalent authority's) certificate referred to in Section 3.01(k)(iv), (B) a true and correct copy of the bylaws (or similar Constitutive Document) of the Borrower, and such other Loan Party as in effect on the date of the Initial Extension of Credit, (C) the due organization and good standing of the Borrower and such other Loan Party as a Person organized under the laws of the State of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary (or persons performing similar functions) of the Borrower, 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) A security agreement in substantially the form of Exhibit D (together with each other security agreement delivered pursuant to Section 5.01(p), in each case 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 other Collateral Grantor, 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) proper financing statements, completed in a manner satisfactory to the Lender:Lender Parties and duly executed by the applicable Loan Party on or before the day of the Initial Extension of Credit 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, (iC) The Lender shall have received completed requests for information, dated on or before the following documentsdate of the Initial Extension of Credit, listing all of the effective financing statements filed in the jurisdictions referred to in clause (B) above that name the Borrower or any other Loan Party 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, together with a consent to such assignment, in substantially the form of Exhibit B to the Security Agreement, duly executed by each dated party to such Assigned Agreements other than the Borrower, (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) A guaranty in substantially the form of Exhibit E duly executed by each of the Subsidiary Guarantors (together with each other guaranty of any such entity delivered pursuant to Section 5.01(p), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"). (x) Certificates, in the form attached hereto as Exhibit F, attesting to the Solvency of each of the Borrower and each Subsidiary Guarantor after giving effect to the Transaction and the other transactions contemplated hereby, from its chief financial officer. (xi) Evidence of insurance naming the Administrative Agent as insured and loss payee with such responsible and reputable insurance companies or associations, and in form such amounts and substance covering such risks, as is satisfactory to the Lender:Lender Parties. (1xii) certified copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified Certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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, Material Contracts of each of the Program 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 AuthorityLoan Party and its Subsidiaries. (iixiii) There shall not have occurred any change or any development involving a prospective change in the financial or operating condition A favorable opinion 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 30Fried, 2023Frank, provided to the LenderHarris, 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇▇ & ▇▇▇▇]▇▇▇▇, counsel to for the AuthorityLoan Parties, in substantially the form of Exhibit G hereto and substance reasonably satisfactory as to the Lender and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 any Lender Party through the Lender Administrative Agent may reasonably request. (xiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender and its counselParties. (ivxv) The following statements shall be true and correct on the Effective Date, and the Lender shall have received a A certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as chief financial officer of the Effective Date as though made on and as of such date (except Borrower 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 or 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 effect that Consolidated EBITDA of the Commitment by the Authority; (C) the audited annual financial statements of the Authority Borrower and its Subsidiaries for the Fiscal Year 12-month period ended June April 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 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 1998 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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”)$29,700,000. (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 obligations of Effective Date shall occur upon the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of each satisfaction of the following conditions precedent on precedent: (a) Since May 31, 2012, there shall not have occurred any Material Adverse Effect. (b) 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 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 restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Borrower shall have paid all reasonable invoiced fees and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement), to the extent invoices therefor have been received at least one Business Day before the Effective Date in Date. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a manner satisfactory to certificate signed by a duly authorized officer of the LenderBorrower, dated the Effective Date, stating that: (i) 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement Section 5.01 are true and correct on and as of the Effective Date as though made on Date, and as Table of such date Contents (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); (Bii) no Default or Event of Default No event 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 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 that constitutes 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectDefault. (ve) The Lender Agent shall have received an opinion addressed to on or before the Lender and Effective Date the following, each 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestDate, in form and substance satisfactory to the Agent: (i) A Note to the order of each Lender and its counsel(if any) that has requested one pursuant to Section 2.19. (viii) All necessary action on Certified copies of (A) the part resolutions of the Authority shall have been taken as required for the assignment and pledge Board of a lien on the Revenues for the benefit Directors of the Lender as described in Section 5.1 hereof. (vii) All other legal matters pertaining to Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this AgreementAgreement and the Notes, if any, to be delivered by the Bank Note Borrower, (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes and (C) the certificate of incorporation (which shall be certified by the Secretary of State of the State of Delaware) and by-laws of the Borrower. (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 Program Documents shall documents to 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 satisfieddelivered hereunder. (viiiiv) The Lender shall have received written confirmation A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in the form of Exhibit D-2. (v) A certificate of a duly authorized officer of the Borrower dated within ten (10the Effective Date demonstrating compliance with the financial covenant contained in Section 6.02(c) days as of the end of the fiscal quarter most recently ended prior to the Effective Date that the Authority Ratings as to which financial statements are at least “AA” (or its equivalent) by S&P and “AA” (or its equivalent) by Fitch (referred to herein as in Section 5.01(e) or, if later, for which financial statements have been delivered to the “Rating Documentation”Lenders pursuant to Section 6.01(g). (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 obligations Article II hereof shall be effective on and as of the Lender to amend and restate date (the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of "Effective Date"), on which each of the following conditions precedent on shall have been satisfied or before the Effective Date in a manner satisfactory to the Lenderduly waived: (a) 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 charter, 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 Revlon Guarantor, Revlon Worldwide Parent, Revlon Worldwide Holdings, Consolidated Cigar Holdings and PCT, including the terms and conditions of the 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 and the Term Credit 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) The Lender shall would be reasonably likely to have received a Material Adverse Effect (in the following documents, each dated and in form and substance as is satisfactory to the Lender: case of clause (1) certified copies of the resolution(sa) of the Board of Commissioners of definition thereof, the Authority approving term "Person" shall refer to such Loan Party, such FN Party or such Designated Operating Company, as the execution and delivery case may be) or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Bank Note and Term Credit Agreement, any Note, any other Loan Document, any Related Document, any FN Document or the Fourth Supplemental Indenture, certified by an authorized official consummation of the Authority as being true transactions contemplated hereby and complete and in full force and effect on the Effective Date;thereby. (2d) certified copies Nothing shall have come to the attention of all approvals, authorizations and consents the Lender Parties in respect of any trustee, or holder of any indebtedness or obligation of the Authority A Companies, the Designated Operating Companies or the Bank that is inconsistent with or different from in any Governmental Authority necessary for adverse respect any of the Authority to enter into each results of this the due diligence investigations of such Persons conducted in connection with the Original Credit Agreement, the Bank Note 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 Indenture and the transactions contemplated herein and therein; (3) reserved; (4) an executed certificate of an authorized official of the Authority dated the Effective Date certifying as Lender Parties shall have been given such access to the authoritymanagement, incumbency records, books of account, contracts and specimen signatures properties of the authorized officials authorized to sign this Agreement and each A Company, each Designated Operating Company, Consolidated Cigar Holdings, PCT or the Bank Note and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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 Authoritythey shall have requested. (e) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lender Parties and all accrued expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent). (f) The Lenders shall be satisfied that the Borrower has the ability to service the interest payments in respect of the Revolving Credit Facility and 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) There shall not have occurred any change or any development involving a prospective change received Net Cash Proceeds from the issuance of the Revlon Worldwide Parent Debt in an amount sufficient, in the 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 reasonable judgment of the Lender is material or adverse to the Lender. No lawLenders, 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) when aggregated with (A) the representations and warranties proceeds of the Authority contained in the Indentureany dividends or other distributions paid or payable by MCG (directly or indirectly) to Mafco, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or Event of Default has occurred other funds available to Mafco for such purposes 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 proceeds of the Authority for borrowings under 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 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 Term Credit 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 been satisfied and (I) to the best knowledge of the 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 defease 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 EffectRevlon Worldwide Bonds. (vh) The Lender Mafco and its Subsidiaries shall have received an opinion addressed provided for the defeasance of the Revlon Worldwide Bonds on terms and conditions acceptable 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, Lenders and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 defeasance shall be satisfactory to effective as promptly as practicable following the Lender and its counsel. The Lender shall have received evidence satisfactory to 123rd day after the Lender that all conditions precedent to initial borrowing under the issuance of Term Credit Agreement but in any event not later than the Bank Note as Parity Debt pursuant to Business Day immediately following the Indenture have been satisfied130th day following such initial borrowing. (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 obligations of the Lender Lenders to amend make Advances and restate the Original Revolving obligation of the Issuing Bank to issue Letters of Credit Agreement and make its Commitment available hereunder on the Effective Date shall be subject to the fulfillment of each satisfaction of the following conditions precedent on or before prior to the Effective Date: (a) The Borrower and its subsidiaries and the transactions contemplated by the Commitment Letter shall be in compliance, in all material respects, with all applicable foreign and U.S. federal, state and local laws and regulations, including all applicable environmental laws and regulations; (b) All necessary governmental and material third party consents and approvals necessary in connection with the Loan Documents and the Tender Offer and Refinancing shall have been obtained and shall be in effect; (c) At the Effective Date, there shall have been tendered, and simultaneously with the borrowing of Term Loans, the Borrower shall accept for purchase, at least 51% of the 2001 Senior Notes in the Tender Offer and Refinancing; and consummate the Refinancing in form and substance satisfactory to the Arrangers and in compliance with applicable law and regulatory approvals; (d) All loans and other aspects of the transactions shall be in full compliance with all banking and other laws and regulations; no law or regulation shall be applicable, or event shall have occurred, that seeks to impose materially adverse conditions upon the consummation of any of the transactions or the operation of the businesses of the Loan Parties; (e) The Administrative Agent or Collateral Agent, as appropriate, shall have received, effective on the Effective Date (unless otherwise indicated below), in a manner form and substance reasonably satisfactory to it in such capacity, a certificate of the Lender:chief financial officer of the Borrower to the effect that both before and immediately after the making of the Tender Offer and Refinancing, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower and its Subsidiaries made in this Agreement and the other Loan Documents are true; (f) All reasonable fees and expenses of the Lead Arrangers, Agents and Lenders required to have been paid as a condition to the funding of the Credit Facilities (including payment of all fees, expenses and other charges of counsel to the Arrangers invoiced at least five Business Days prior to the Effective Date) shall have been paid in full; (g) The Credit Facilities shall have received a debt rating from ▇▇▇▇▇’▇ and from Standard & Poor’s; (h) The Borrower shall have paid or caused to be paid, or the Administrative Agent shall have received evidence satisfactory to it in its sole good faith discretion that on the Effective Date the Borrower shall pay, or cause to be paid, (i) all interest and commitment fees that are accrued but unpaid to the Effective Date under the Original Existing Credit Agreement (whether or not then payable under the terms thereof) and (ii) all fees and expenses (if any) payable under Section 8.04 of the Original Existing Credit Agreement; (i) The Lender Administrative Agent or Collateral Agent, as appropriate, shall have received the following documentsfollowing, each dated and effective on the Effective Date (unless otherwise indicated below), in form and substance as is reasonably satisfactory to it in such capacity and in sufficient copies for each Lender (except for the Lender:Notes): (1) certified copies The Term Notes and Revolving Notes to the order of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Daterespective Lenders; (2) certified copies of all approvals, authorizations and 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 Duly executed counterparts of this Agreement, signed by each of the Bank Note and parties hereto (or, in the Indenture and case of any Lender as to which an executed counterpart shall not have been received, receipt by the transactions contemplated herein and thereinAdministrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such Lender of execution of a counterpart hereof by such Lender); (3) reservedCertified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is or is to be a party and of the resolutions of the Board of Directors of each Subsidiary Guarantor approving each Loan Document to which it is or is to be a party; (4) an executed The Administrative Agent shall have received certified copies of the respective certificates of incorporation and bylaws of the Borrower and its corporate Subsidiaries and the respective certificates of limited partnership and agreements of limited partnership for the partnership Subsidiaries and certificates of formation and operating agreement for the limited liability company Subsidiaries; (5) A certificate of the Secretary or an authorized official Assistant Secretary of the Authority dated Borrower and each Subsidiary Guarantor certifying the Effective Date certifying as to the authority, incumbency names and specimen true signatures of the authorized officials officers of such Loan Party authorized to sign this Agreement each Loan Document to which it is or is to be a party and the Bank Note and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the Lender may rely until it receives a new such certificate; (5) an executed Authorized Representative Certificatehereunder; (6) reservedCopies of all authorizations, consents and approvals of, evidence of other actions by, notices to and filings with all governmental authorities and regulatory bodies required for the due execution, delivery and performance by each of the Borrower and the Subsidiary Guarantors of the Loan Documents (other than the Collateral Documents); (7) an executed Certificates of the chief financial officer of the Borrower and of each Subsidiary Guarantor, in substantially the form of Exhibit H or certified copyExhibit I, as applicable, of the case may be (each of the Program Documentsbeing a “Solvency Certificate”); (8) an Duly executed copy counterparts of the Bank Note with Guaranty Agreement and Security Agreement, signed by each of the original wet ink Bank Note to follow promptly after the Effective Dateparties thereto; and (9) an IRS Form W-9 duly completed by the Authority. (ii) There shall not have occurred any change or any development involving a prospective change in the financial or operating condition A favorable opinion 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇]▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower and each Subsidiary Guarantor, in substantially the form of Exhibit E; (j) Evidence reasonably satisfactory to the AuthorityCollateral Agent that financing statements have been duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Collateral Agent, desirable or appropriate to perfect the security interests and liens created by the Security Agreement and the Mortgages, as such agreements relate to the Borrower or any Existing Subsidiary Guarantors; (k) Duly executed and filed Mortgages with respect to each Real Property indicated on Schedule 3.01(k), in each case in form and substance reasonably satisfactory to the Administrative Agent and, with respect to each such Mortgage, the following; (i) a policy of title insurance dated the Effective Date (or an irrevocable commitment to issue such policy, with all conditions marked satisfied, dated and recertified the Effective Date) insuring the perfection, enforce ability and first priority of the Lien created under such Mortgage as a valid first mortgage Lien on the Real Property described therein in form and substance and in an amount satisfactory to the Collateral Agent (with all premiums, expenses and fees paid or caused to be paid by the Borrower), which policy shall (w) be issued by a title company reasonably satisfactory to the Collateral Agent, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) have been supplemented by such endorsements as shall be requested by Collateral Agent (including, without limitation, endorsements or opinion letters on matters relating to usury, contiguity, variable rate, revolving credit, doing business, and so-called comprehensive coverage over covenants and restrictions), or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of special counsel, architects or other professionals, which counsel, architects or other professionals shall be reasonably acceptable to the Collateral Agent and (z) contain only such exceptions to title as shall be reasonably satisfactory to the Collateral Agent; (ii) with respect to the Real Property encumbered by each Mortgage, an ALTA survey with respect to such Real Property, in form and substance reasonably satisfactory to the Lender Collateral Agent; (iii) evidence satisfactory to the Collateral Agent that arrangements shall have been made for the recording of each Mortgage and the payment by the Borrower of any mortgage, recording, documentary stamp, privilege or other taxes and recording charges payable with respect to each Mortgage; and (iv) a completed Federal Emergency Management Agency Standard Flood Hazard Determination relating to the Real Property encumbered thereby; (l) Certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (m) Evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable or appropriate to ensure the validity, perfection and priority of the security interests and liens, created by, or intended to be created by, and to reflect the fact that the Collateral Agent is the secured party, mortgagee, beneficiary or grantee, under the Security Agreement and Mortgages have been taken; (n) Evidence of insurance for the business and properties of the Borrower and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 requestSubsidiaries, in form and substance satisfactory to the Lender Administrative Agent and its counsel.(i) in the case of property and casualty insurance, naming the Collateral Agent as co-insured and loss payee, and (ii) in the case of liability insurance, naming the Collateral Agent, the Administrative Agent and the Lenders as additional insureds, in each case with responsible and reputable insurance companies or associations satisfactory to the Majority Lenders in such amounts and covering such risks as are satisfactory to the Majority Lenders; (ivo) The following statements shall be true and correct on the Effective Date, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties A favorable opinion of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 special FCC counsel 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestBorrower, in form and substance reasonably satisfactory to the Administrative Agent, and such other opinions as any Lender and its counsel.through the Administrative Agent may reasonably request; (vip) All necessary action on the part Favorable opinions 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 local counsel (i) assigned in each jurisdiction where a specific rating Real Property covered by any Rating Agencya Mortgage is located or if the law of such jurisdiction governs perfection of security interests and liens granted to the Collateral Agent under the Security Documents, (ii) registered with The Depository Trust Company covering the validity, perfection and priority of the security interests or liens granted or intended to be granted to the Collateral Agent in the Collateral granted or intended to be granted to it under the Security Documents, and (iii) such other opinions as any Lender through the Administrative Agent may reasonably request; (q) A copy of (i) a written notice delivered by the Borrower to the trustee under each of the indentures governing the Existing Subordinated Notes that all of the obligations of the Borrower and the Subsidiary Guarantors under this Agreement and the other Loan Documents are “Designated Senior Debt” under each such indenture and (ii) written confirmation by each such trustee of receipt of such notice; and (r) Such other financial and non-financial information regarding the Borrower or any of its Subsidiaries and such other securities depository,approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Effective Date. The obligations of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder This Amendment shall be subject to effective on the fulfillment of date (the “Effective Date”) upon which Administrative Agent receives each of the following conditions precedent items: (a) counterparts of this Amendment executed by the Company, Administrative Agent and the Increasing Lenders; (b) the Guarantors’ Consent and Agreement executed by each Guarantor; (c) each Delayed Draw Term Loan Lender requesting a Delayed Draw Term Loan Note receives a Delayed Draw Term Loan Note made by Borrower, payable to such Delayed Draw Term Loan Lender; (d) payment of all fees payable on or before prior to the Effective Date in a manner satisfactory pursuant to the Lender: Credit Agreement and Fee Letter (i) The Lender shall have received the following documents, each as amended by that certain Fee Letter Amendment 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Dateeven date hereof); (2e) certified copies a legal opinion of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇]▇▇▇▇, LLP, special New York counsel to the Authority, in form Company 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 requesteach Guarantor, in form and substance satisfactory to the Lender and its counsel.Administrative Agent; and (ivf) The following statements shall be true and correct on a certificate of each Company dated as of the Effective DateDate signed by a Responsible Officer of the Company and each Guarantor (A) certifying and attaching the resolutions adopted by each such entity approving or consenting to this Amendment, and (B) in the Lender shall have received a certificate signed by an Authorized Representative, dated case of the Effective DateCompany, certifying that: , before and after giving effect to this Amendment, (1) (A) the representations and warranties contained in Section 8 of the Authority contained in Credit Agreement and the Indenture, the Bank Note and this Agreement other Loan Papers are true and correct on and as of the Effective Date as though made on and as of such date (Date, except to the extent any that such representation or warranty representations and warranties specifically relates refer to an earlier date, then such representation or warranty shall be in which case they are true and correct as of such earlier date); , and (B2) no Default or Event of Potential Default has occurred and is continuing exists 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectAmendment. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 of this Agreement and the obligations of the L/C Issuer and each Lender to amend make Loans and restate the Original Revolving L/C Credit Agreement and make its Commitment available hereunder shall be Extensions hereunder, are subject to the fulfillment of each satisfaction of the following conditions precedent on or before prior to the Effective Date in a manner satisfactory (with any document specified below to the Lender: (i) The Lender shall have received the following documents, each dated and be in form and substance as is satisfactory to the Lender: Administrative Agent and the Required Lenders): (1a) certified copies of this Agreement executed and delivered by the resolution(sparties hereto; (b) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement, the a Bank Note executed by UL in favor of each Lender that has requested a Bank Note; (c) the Guaranty executed and delivered by the Fourth Supplemental IndentureGuarantors; (d) a written opinion or opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, certified by an authorized official of counsel to the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvalsLoan Parties, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (4) an executed certificate of an authorized official of the Authority dated the Effective Date certifying as and addressed to the authorityAdministrative Agent and the Lenders; (e) a certificate signed by a Responsible Officer of the Borrower dated the Effective Date and stating that: (i) the representations and warranties contained in Article Four of this Agreement are true and correct in all material respects (or, incumbency to the extent qualified by materiality or Material Adverse Effect, in all respects) on and specimen as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier 63 13625811v6 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) since December 31, 2020, there shall have occurred no material adverse change in the financial condition of the Borrower and its Subsidiaries taken as a whole, nor shall there have occurred a change in the laws, rules, guidelines or regulations (or the interpretation or administration thereof) applicable to the Loan Parties that materially affects the ability of the Loan Parties 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 Loan Party is a party; (f) a copy of resolutions of the Governing Body of each Loan Party and all other necessary corporate approvals, if any, certified as of the Effective Date by a duly authorized officer of such Loan Party, authorizing, among other things, the execution, delivery and performance by such Loan Party of this Agreement and the other Related Documents to which it is a party and which are being executed and delivered as of the Effective Date; (g) true and correct copies of all Governmental Approvals, if any, necessary for the Loan Parties to execute, deliver and perform the Related Documents; (h) evidence that the Loan Parties have received all consents and other approvals from creditors necessary for them to execute, deliver and perform the Related Documents; (i) a certificate of a duly authorized officer of each Loan Party certifying the names and true signatures of the authorized officials officers of such Loan Party authorized to sign this Agreement and the Bank Note and any other documents Related Documents to be delivered by which it hereunder and who is or will be authorized a party; (j) evidence that (A) each Loan Party is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, (B) the Borrower is in good standing in the States of Delaware and Illinois and (C) each other Loan Party is in good standing (to represent the Authority in connection with this Agreement, upon which extent such concept applies) under the Lender may rely until it receives laws of its jurisdiction of incorporation or formation; (k) a new such certificate; (5) an executed Authorized Representative Certificate; (6) reserved; (7) an executed or certified copy, as applicable, of each of the Program Documents; (8) an executed copy of the Investment Policy of UL Solutions, certified to be true, correct and complete by the chief financial officer or other appropriate financial officer of the Borrower; (l) evidence that the Borrower shall have paid (i) to the Administrative Agent for the account of the Lenders (including Bank Note with of America), the original wet ink Bank Note upfront fees set forth in the Fee Letter and (ii) all other fees and other amounts due to follow promptly after the Administrative Agent and the Lenders on or prior to the Effective Date; and (9m) an IRS Form W-9 duly completed by all Indebtedness owing under the Authority. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 Existing Credit Agreement shall be repaid 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 full and the other Program Documents. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 commitments thereunder shall be true and correct terminated on or prior to the Effective Date, and ; (n) upon the reasonable request of any Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and as of such date (except prior 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 or Event of Default has occurred and date that 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 at least ten (10) days prior to the Effective Date that and to such Lender’s reasonable satisfaction, the Authority Ratings are at least documentation and other information so requested in connection with applicable “AAknow your customer” (or its equivalent) by S&P and “AA” (or its equivalent) by Fitch (referred to herein as anti- money-laundering rules and regulations, including, without limitation, the “Rating Documentation”). (ix) No Bank Note shall be (i) assigned a specific rating by any Rating AgencyPatriot Act, (ii) registered with The Depository Trust Company or any other securities depository,and any

Conditions Precedent to Effective Date. The obligations of This Agreement shall become effective on the Lender to amend and restate date (such date, the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of “Effective Date”) when each of the following conditions precedent on is satisfied (or before waived) in accordance with the Effective Date in a manner satisfactory to the Lenderterms herein: (i) 4.1 The Lender Administrative 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 following documents, each dated and in form and substance as is satisfactory to the Lender: (1) certified copies Borrower under Section 12.03 of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this AgreementCredit Agreement (including, the Bank Note reasonable fees, charges and the Fourth Supplemental Indenture, certified by an authorized official disbursements of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇▇ ▇▇▇▇]▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇, counsel RPA Advisors, LLC and any other advisors to the AuthorityAdministrative Agent in accordance therewith (if any)). 007870-0083-35345850 4.2 The Administrative Agent shall have received from the Borrower, in form each Guarantor, and substance reasonably satisfactory to the Lender and its counselLenders constituting at least the Majority Lenders, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority counterparts of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and Agreement signed on behalf of such execution, delivery and performance does not violate the constitution or laws of the State, (2) 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 counselPersons. (iv) The following statements shall be true and correct on 4.3 As of the Effective Date, and the Lender shall have received a certificate signed by an Authorized Representativeafter giving effect to this Agreement, dated the Effective Date, certifying that: (1) (Aa) the representations and warranties of the Authority contained each Loan Party set forth in the IndentureCredit Agreement (except with respect to Section 7.07(b) of the Credit Agreement, solely in connection with the Bank Note Specified Defaults) and this Agreement in each other Loan Document are true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and as of the Effective Date as though made on warranty shall be true and as of such date (correct), except to the extent any such representation or warranty specifically relates representations and warranties expressly relate to an earlier date, then in which case they shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty shall be true and correct correct) as of such earlier date); date and (Bb) no Default or Event of Default has occurred and is continuing or would result from other than the Authority’s execution Specified Defaults. Each party hereto hereby authorizes and delivery of directs the Administrative Agent to declare this Agreement to be effective (and the Effective Date shall occur) when it has received documents confirming or certifying, to the Bank Note or the acceptance reasonable satisfaction of the Commitment by the Authority; (C) the audited annual financial statements of the Authority for the Fiscal Year ended June 30Administrative Agent, 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 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 compliance 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 this Section 4. Such declaration shall have been satisfied be final, conclusive and (I) binding upon all parties to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectCredit Agreement for all purposes. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 obligations obligation of the Lender each Bank to amend and restate the Original Revolving Credit Agreement and make its Commitment available initial Extension of Credit hereunder shall be is subject to the fulfillment of each of the following condition that all conditions precedent set forth in Section 4.1 have been satisfied or waived by the Administrative Agent, and the Administrative Agent shall have received on or before the Effective Date in a manner satisfactory to the Lender: (i) The Lender shall have received the following documents, each dated and in form and substance as is satisfactory to the Lender: (1) certified copies all of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 counselAdministrative Agent: (a) Completion of Bellcore Acquisition. (ivi) The following statements shall be true and correct Evidence that the Bellcore Acquisition is being, or concurrently herewith is being, completed on the Effective DateDate 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 Lender shall completion of the Bellcore Acquisition have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that:been obtained; (1ii) after giving effect to the Bellcore Acquisition: (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement Section 5 are true and correct on and as of the Effective Date as though made on and as of such date (except to the extent any such representation or warranty specifically relates to an earlier datein all material respects, then such representation or warranty shall be true and correct as of such earlier date); (B) no Default or Event of Default has occurred and is continuing or would result from the Authority’s execution therefrom, 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 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 occurred since January 31, 1997, no Material Adverse Change event 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 been satisfied and (I) to the best knowledge of the 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-governmental body which circumstance that could reasonably be expected to result in a Material Adverse Effect or a Effect; 52 (iii) before and after giving effect to the Bellcore Acquisition, no Bellcore Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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,Effect has occurred; and

Conditions Precedent to Effective Date. The obligations of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder Effective Date shall be subject to the fulfillment of each not occur unless all of the following conditions precedent on or before the Effective Date in a manner satisfactory to the Lenderhave been satisfied: (ia) The Lender the Plan Supplement has been filed; (b) the Bankruptcy Court has entered the Confirmation Order and such Confirmation Order has not been stayed, modified, or vacated; (c) the conditions to the effectiveness of the Exit RBL Facility, and all documentation related thereto, have been satisfied or waived in accordance with the terms thereof and the Exit RBL Agreement is in full force and effect; (d) all governmental approvals, including Bankruptcy Court approval, necessary to effectuate the Restructuring shall have received the following documents, each dated been obtained and in form and substance as is satisfactory to the Lender:all applicable waiting periods have expired; (1e) certified copies of all Restructuring Expenses shall have been paid in Cash; (f) the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and RSA shall be in full force and effect and binding on the Effective Dateall parties thereto; (2g) certified copies of the Senior Noteholder Backstop Agreement shall be in full force and effect and binding on all approvalsparties thereto, authorizations and 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, the Bank Note and the Indenture and Backstop Order (as defined in the transactions contemplated herein and thereinRSA) shall be entered; (3h) reservedeach of the Definitive Documents shall have satisfied the consent requirements of the Requisite Creditors in accordance with the RSA; (4i) an executed the amended certificate of an authorized official incorporation of Reorganized Halcón Parent shall have been filed with 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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the Lender may rely until it receives a new such certificate; (5) an executed Authorized Representative Certificate; (6) reserved; (7) an executed or certified copyappropriate Governmental Unit, as applicable, of each of the Program Documents; (8) an executed copy of the Bank Note with the original wet ink Bank Note to follow promptly after the Effective Date; and (9j) an IRS Form W-9 duly completed by the Authority. Debtors, together with the Subscription Agent (ii) There shall not have occurred any change or any development involving a prospective change as defined in the 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 30Rights Offering Procedures), 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 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. (iii) The Lender shall have received an opinion addressed to proceeds of at least $150,150,000 for the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws issuance of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 New Common Shares 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectSenior Noteholder Rights Offering. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 obligations effectiveness of the Lender to amend and restate the Original Revolving Credit this Agreement and make its Commitment available hereunder shall be are subject to the fulfillment of each of the following conditions condition precedent on or before the Effective Date in a manner satisfactory to the Lender: (i) The Lender that Bank shall have received the following documentsreceived, each dated and in form and substance as is satisfactory to the LenderBank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (1a) certified copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery duly executed copy of this Agreement; (b) the Operating Documents of each Loan Party and good standing certificates of each Loan Party certified by the Secretary of State of the State (or equivalent agency) of such Loan Party’s jurisdiction of organization, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a duly executed copy of the Note Purchase Agreement; (d) certificate duly executed by a Responsible Officer or secretary of each Loan Party attaching (i) its Operating Documents, (ii) customary authorizing resolutions, (iii) incumbency signatures and (iv) each good standing certificate described in clause (b) above; (e) payment of all outstanding Bank Note Expenses incurred by Bank in connection with the transactions contemplated hereby and the Fourth Supplemental Indenture, certified by an authorized official Plan; and (f) the representations and warranties in this Agreement shall be true and correct in all material respects as of the Authority as being Effective Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true and complete and correct in full force and all material respects as of such date; (g) other than to the extent in existence before the Cases or as a result of the Cases, no Default or Event of Default shall have occurred as of or on the Effective Date or after giving effect to the Credit Extension requested on the Effective Date; (2h) certified copies of all approvals, authorizations and consents of any trustee, or holder of any indebtedness or obligation the entry of the Authority or any Governmental Authority necessary for Confirmation Order, upon terms satisfactory to the Authority to enter into each of this Agreement, the Bank Note and the Indenture and the transactions contemplated herein and thereinBank; (3i) reserved; (4) an executed certificate the consummation of an authorized official of all other transactions contemplated by the Authority dated the Effective Date certifying as Plan to the authority, incumbency and specimen signatures of the authorized officials authorized to sign this Agreement and the Bank Note and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection occur substantially concurrently with this Agreement, upon which the 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 Program Documents; (8) an executed copy of the Bank Note with the original wet ink Bank Note to follow promptly after the Effective Date, including all transactions contemplated by the Investment Agreement; and (9j) an IRS Form W-9 duly completed by the Authority. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender Bank shall have received an opinion addressed all fees, charges and expenses to the Lender extent due and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel payable to it on or prior to such date pursuant to the Authority, in form and substance reasonably satisfactory Loan Documents (to the Lender and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, extent invoiced two (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 Business 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”Date). (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 obligations of This Agreement shall become effective on the Lender to amend and restate date (such date, the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of “Effective Date”) when each of the following conditions precedent on is satisfied (or before waived) in accordance with the Effective Date in a manner satisfactory to the Lenderterms herein: (i) 4.1 The Lender Administrative 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 following documents, each dated and in form and substance as is satisfactory to the Lender: (1) certified copies Borrower under Section 12.03 of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this AgreementCredit Agreement (including, the Bank Note fees, charges and the Fourth Supplemental Indenture, certified by an authorized official disbursements of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇▇ ▇▇▇▇]▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Authority, in form Administrative Agent and substance reasonably satisfactory other advisors to the Lender Administrative Agent in accordance therewith (if any)). 4.2 The Administrative Agent shall have received from the Borrower, each Guarantor, and its counseleach Lender, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the Authority counterparts of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and Agreement signed on behalf of such execution, delivery and performance does not violate the constitution or laws of the State, (2) 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 counselPersons. (iv) The following statements shall be true and correct on 4.3 As of the Effective Date, and the Lender shall have received a certificate signed by an Authorized Representativeafter giving effect to this Agreement, dated the Effective Date, certifying that: (1) (Aa) the representations and warranties of the Authority contained each Loan Party set forth in the Indenture, the Bank Note Credit Agreement and this Agreement in each other Loan Document are true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and as of the Effective Date as though made on warranty shall be true and as of such date (correct), except to the extent any such representation or warranty specifically relates representations and warranties expressly relate to an earlier date, then in which case they shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty shall be true and correct correct) as of such earlier date); date and (Bb) no Default or Event of Default has occurred and is continuing or would result from continuing. Each party hereto hereby authorizes and directs the Authority’s execution and delivery of Administrative Agent to declare the this Agreement to be effective (and the Effective Date shall occur) when it has received documents confirming or certifying, to the Bank Note or the acceptance reasonable satisfaction of the Commitment by the Authority; (C) the audited annual financial statements of the Authority for the Fiscal Year ended June 30Administrative Agent, 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 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 compliance 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 this Section 4. Such declaration shall have been satisfied be final, conclusive and (I) binding upon all parties to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectCredit Agreement for all purposes. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 obligations This Agreement, and the Revolving Loan Commitment of the Lender to amend and restate Lenders hereunder, shall become effective at a closing at the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment offices of each of the following conditions precedent on or before the Effective Date in a manner satisfactory to the Lender: Crowell & Moring LLP 1001 Pennsylvania Avenue, N.W., Washingt▇▇, ▇.▇. 2▇▇▇▇ ▇nly o▇ ▇▇▇ ▇▇▇ (i) 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇ "▇▇▇▇▇▇▇▇▇ ▇▇▇▇]") ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇ollowing conditions precedent shall have been fulfilled to the satisfaction of the Lenders; provided, however, that in the event the Effective Date shall have not occurred on or prior to June 30, 1998, the Lenders shall have no further obligations hereunder: (i) The Agent, on behalf of the Lenders, shall have received from the Borrower the following instruments, agreements, certificates and payments, as the case may be, on or prior to the Effective Date: (A) A Revolving Note, dated the Effective Date, payable to the order of each of Lender in the amount of such Lender's Pro Rata Share of the Revolving Loan Commitment and duly executed by the Borrower; (B) A Swing Line Note, dated the Effective Date, payable to the order of NationsBank, N.A. in the amount of $10,000,000.00 and duly executed by the Borrower; (C) The Subsidiary Guarantee, executed in favor of the Agent by each Domestic Subsidiary of the Borrower existing as of the Effective Date; (D) The Pledge Agreement, executed by CACI N.V. in favor of the Agent, together with stock certificates evidencing the CACI Limited Shares, duly indorsed in blank for transfer or having attached thereto stock transfer powers duly indorsed in blank; (E) The Notarial Deed, executed by the Borrower in favor of the Agent and acknowledged or executed by CACI N.V.; (F) An opinion or opinions of counsel to the AuthorityBorrower, in form Guarantors 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 requestPledgors, in form and substance satisfactory to the Lender Lenders; (G) A certified copy of the resolutions of the Board of Directors of the Borrower, Guarantors and its counsel.the Pledgors authorizing the execution and delivery of this Agreement and/or the other Loan Documents to which they are a party; (H) A copy of the charter documents and by-laws of the Borrower and any Subsidiary thereof, together with all amendments thereto, certified by the Secretary of the Borrower or such Guarantor as being true, complete and correct and in effect as of the Effective Date; (I) An incumbency certificate of the Secretary, an Assistant Secretary or an Assistant Treasurer of the Borrower, the Guarantors and CACI N.V. certifying the names and true signatures of each officer of the Borrower, the Guarantors and CACI N.V. authorized to execute the Loan Documents; (J) By wire transfer of immediately available funds, the Borrower shall have paid to the Agent, on behalf of the Lenders, as applicable, a fee in the amount of (i) in the case of NationsBank, N.A., $25,000.00, (ii) in the case of First Union Commercial Corporation, $18,750.00, (iii) in the case of Mellon Bank, N.A., $16,875.00, and (iv) The following statements shall be true and correct on in the Effective Date, and the Lender shall have received a case of Crestar Bank $16,875.00, (K) A certificate signed by of an Authorized RepresentativeOfficer of the Borrower, dated the Effective Date, certifying that: (1) (A) that the representations and warranties of the Authority matters contained in the Indentureclauses (iii), the Bank Note (iv) and this Agreement (v) of Section 4.2 hereof are true and correct on and as correct; (L) A certificate of an Authorized Officer of the Effective Date as though made on and as of such date (except to the extent any such representation or warranty specifically relates to an earlier dateBorrower, then such representation or warranty shall be true and correct as of such earlier date); (B) no Default or 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date of Bond Counsel as to the due authorizationDate, 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestcertifying, in form and substance satisfactory to the Lender Lenders, the Borrower's compliance with Section 6.1(m) hereof, having attached to such certificate a summary in reasonable detail of the Borrower's and its counselSubsidiaries' insurance coverage. Upon request of the Lenders, the Borrower shall deliver an insurance report of an independent insurance broker as to due compliance with Section 6.1(m) hereof; and (M) The results of a search, upon the records maintained with the appropriate Secretary of State and county or city recorder offices of all jurisdictions deemed advisable by the Lenders, regarding liens, if any, on file with such offices and naming the Borrower or any Subsidiary as a debtor, which results shall be satisfactory to the Lenders. (ii) The Borrower shall have disclosed to the Lenders promptly from time to time any material developments or changes in the Borrower and its Subsidiaries', taken as a whole, business, assets, results of operations, condition (financial or otherwise) or prospects, including without limitation amendments to their charter documents or the Borrower's Form 10-K or 10-Q and the exhibits thereto, and any material amendments, changes or terminations of any material contracts or the award of or loss of any material bid or proposal. Any such material developments, changes or amendments shall not have affected adversely the assumptions contained in the credit analysis of the Borrower performed by the Lenders prior to the execution of this Agreement or resulted in a material adverse change since March 31, 1998 in the business, assets, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole; (iii) The Borrower shall have delivered to the Lenders a true, correct and complete copy of all loan documents relating to that certain unsecured loan facility made to CACI Limited by the financing institution or institutions named therein in the aggregate amount of up to 500,000 Pound Sterling (the "U.K. Debt"), certified as of the Effective Date by an Authorized Officer of CACI Limited as such and that the U.K. Debt loan documents remain in full force and effect and that no default or event that, with the lapse of time or the giving of notice or both, would constitute an event of default exists thereunder; (iv) The Borrower shall have delivered to the Lenders (A) the Borrower's Form 10-K for the Fiscal Years ending June 30, 1996 and 1997 and Form 10-Q for the Fiscal Quarters ending September 30, 1997, December 31, 1997 and March 31, 1998, and (B) such other unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries as any Lender shall reasonably request, together with, in each case, an officer's certificate, dated the Effective Date, from each of the Borrower's Chief Financial Officer and Treasurer, stating that, to their personal knowledge after having performed such due diligence as would customarily be performed by a corporate officer in their position but no additional due diligence, the Borrower's Form 10-K and Form 10-Qs and unaudited consolidated financial statements, if any, attached thereto as of the Effective Date do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (v) All legal matters incident to this Agreement shall be satisfactory to counsel for the Lenders, and the Borrower shall have reimbursed the Lenders for their fees and expenses and the fees and expenses of the Lenders' counsel in connection with the preparation or review, as the case may be, of the Loan Documents and all matters incident thereto (it being understood that such statement may not reflect the final statement of fees and expenses incurred by the Lenders' counsel in connection with such preparation or review); (vi) All necessary action on Schedules delivered hereunder by the part of Borrower shall be in form and substance satisfactory to 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.Lenders; (vii) All other legal matters pertaining to the execution and delivery By wire transfer of this Agreementimmediately available funds, the Bank Note and the other Program Documents shall be satisfactory to the Lender and its counsel. The Lender Agent shall have received evidence satisfactory the Administrative Fee due and payable to the Lender that all conditions precedent to Agent on the issuance of the Bank Note as Parity Debt Effective Date pursuant to the Indenture have been satisfied.Administrative Fee Letter; (viii) The Lender By wire transfer of immediately available funds, NationsBanc Montgomery Securities LLC shall have received written confirmation dated within ten (10) days prior to the fee due and ▇▇▇▇▇▇▇ ▇o it on the Effective Date that in accordance with 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”).Administrative Fee Letter; (ix) No Bank Note The Lenders shall be have completed their due diligence review of the Borrower and its Subsidiaries, including their business, assets, results of operations, condition (ifinancial or otherwise), prospects, liabilities (both actual and contingent, including environmental liabilities), management and affairs, and the results thereof shall have been satisfactory to the Lenders in their sole discretion; (x) assigned The Lenders shall have received such other documents, instruments, certificates, opinions, agreements and information as the Lenders or their counsel shall reasonably request in their discretion in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, current consolidated and consolidating financial statements of the Borrower and its Subsidiaries, a specific rating by any Rating Agencyreport describing the aggregate amount and current age status of accounts receivable of the Borrower, (ii) registered a report describing the current status of goods or services on backlog with The Depository Trust Company the Borrower or any other securities depository,Subsidiary thereof and a report describing the status of pending or threatened litigation).

Conditions Precedent to Effective Date. The obligations of the Lender 3.3.1 Other than Articles 1 (Definitions), 3.3 (Conditions Precedent to amend Effective Date), and restate the Original Revolving Credit 48 (Confidentiality) to 54 (Miscellaneous), this Agreement will not take effect unless and make its Commitment available hereunder shall be subject to the fulfillment of until each of the conditions precedent in Article 3.3 is either met or waived by the relevant Party no later that thirty (30) Business Days from the Execution Date (the "Effectiveness Period"). 3.3.2 The Concessionaire shall ensure that the following conditions precedent on are met, or before waived by the Effective Grantor, as soon as possible following the Execution Date and, in a manner satisfactory to any event, no later than the Lender:last day of the Effectiveness Period. (ia) 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations (x) the Articles of Association and consents of any trustee, or holder of any indebtedness or obligation incorporation certificate of the Authority or any Governmental Authority necessary for Concessionaire and (y) the Authority to enter into each of this Agreement, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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 resolutions adopted by the Authority. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, in form and substance reasonably satisfactory to the Lender and its counsel, which provides for, among other opinions, the following: (1) Shareholders authorizing the execution, delivery and performance by the Authority Concessionaire of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws Project Agreements to which it is a party, (b) legal opinion(s) from qualified external legal advisors of the StateConcessionaire concerning (i) the due incorporation and valid existence of the Concessionaire, (2ii) this Agreement, the Bank Note and authority of the Indenture have been duly authorized, executed and delivered and Concessionaire to enter into this Agreement and any Project Agreements to which the Bank Note are validConcessionaire is a party, binding (iii) the authority of the signatory to represent the Concessionaire in executing this Agreement and enforceable against any Project Agreements to which the AuthorityConcessionaire is a party, and (3iv) such other matters as the Lender may reasonably requestvalidity and enforceability of the Project Agreements to which the Concessionaire is a party, which opinions shall be in form and substance and from legal advisors of suitable reputation, reasonably satisfactory to the Lender and its counselGrantor. The Concessionaire shall give notice to the Grantor as soon as it considers that it has satisfied the above conditions (except those that may have been waived by the Grantor in writing). 3.3.3 The Grantor shall use reasonable endeavours to ensure that the Project has been approved by the Auditors' Chamber of the Supreme Administrative, Tax and Auditing Court in accordance with Law No. 9/2011, as soon as possible and, in any event, no later than the last day of the Effectiveness Period. The Grantor shall give notice to the Concessionaire as soon as practicable after the Auditors' Chamber has issued its approval of the Project. 3.3.4 Within ten (iv10) The Business Days following statements receipt by the Grantor of a notice under Article 3.3.2, the Grantor shall (acting reasonably) confirm in writing that it has received the documents listed in Articles 3.3.2(a) and 3.3.2(b) and that it considers them to be true and correct on satisfactory or confirms they have been waived in writing by the Grantor. 3.3.5 If the Effective Date, and Date has not occurred by the Lender shall have received a certificate signed by an Authorized Representative, dated last day of the Effective Date, certifying thatEffectiveness Period: (1a) (A) if the representations and warranties only conditions that have not been satisfied or waived at that time are the conditions set out in Article 3.3.2, the Parties shall promptly meet to discuss how to satisfy the outstanding conditions. If the Parties cannot agree on a timetable for satisfaction of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 outstanding conditions precedent set forth in the Indenture with respect to issuance of the Bank Note shall have been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 Business Days of the first meeting and those conditions are not otherwise waived (where capable of being waived) within that period, then this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the Grantor shall be entitled to call the totality of the Bid Security, which may be applied to cover all losses, costs and expenses suffered or incurred by the Grantor as a result of such termination, including those arising from retendering and/or apointing another entity to undertake the Project; and (b) if the condition that has not been satisfied or waived at that time is the condition set out in Article 3.3.3, either Party may choose to terminate this Agreement by giving ten (10) Business Days of notice to the Effective Date that other Party. Upon the Authority Ratings are expiry of such period, this Agreement shall automatically terminate without the need for further notice, unless all the outstanding conditions have been satisfied at least “AA” (or its equivalent) by S&P and “AA” (or its equivalent) by Fitch (referred to herein as such date, in which case this Agreement shall not terminate. If termination occurs in accordance with this paragraph, the “Rating Documentation”). (ix) No Bank Note Concessionaire shall be (i) assigned entitled to request the Grantor to return the Bid Security and this amount shall constitute the sole and exclusive remedy for the Concessionaire for such termination and shall be paid as a specific rating genuine pre-estimate of and reasonable compensation for loss suffered by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository,the Concessionaire.

Conditions Precedent to Effective Date. The obligations of This Agreement shall not become effective until the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of date on which each of the following conditions precedent on is satisfied or before waived in writing by Agent and the Effective Date in a manner satisfactory to the LenderLenders: (ia) 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 Lender Pledge Agreement, amendments to each of the Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement, and Deposit Account Control Agreements, in each case, shall be executed by each applicable Obligor and Agent, and counterparts thereof as so executed shall have received the following documents, each dated been delivered to Agent; (c) Agent shall have entered into an Intercreditor Agreement with Borrowers and Term Loan Agent in form and substance as is reasonably 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective DateAgent; (2d) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender Agent shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authoritycertificates, in form and substance reasonably satisfactory to the Lender and its counselit, which provides forfrom a knowledgeable Senior Officer of Obligors certifying that, among other opinions, the following: (1) the execution, delivery and performance by the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 after giving effect to the Lender initial Loans and its counsel. (iv) The following statements shall be true and correct transactions hereunder occurring on the Effective Date, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (Ai) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement Obligors (taken as a whole) are true and correct on and as of the Effective Date as though made on and 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)Solvent; (Bii) no Default or Event of Default has occurred exists; and is continuing (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects as of the 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 would result from material adverse effect or language of similar import, such representations shall be true and correct in all respects as of the AuthorityEffective 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) that an attached copy of resolutions authorizing execution and delivery of the 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 revoked, and constitute all resolutions adopted with respect to this Agreement credit facility; and (iii) that the charter documents of each Obligor have not been amended or modified since the Bank Note Second Restatement Effective Date, or the acceptance if any such charter documents have been so amended or modified, Agent shall have received copies of the Commitment charter documents of each Obligor, certified by the Authority; Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization; (Cf) Agent shall have received good standing certificates, as applicable, for each Obligor, issued by the 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 the Term Loan Documents, and all related agreements, documents and instruments as in effect on the Effective Date all of which shall be reasonably satisfactory in form and substance to Agent and the transactions contemplated by such documentation shall be consummated prior or in simultaneously therewith the making of the initial Advance; (h) Agent shall have received evidence that (substantially contemporaneously with the Effective Date) the audited annual financial statements Indenture has been discharged in accordance with its terms accordance with the terms of the Authority for the Fiscal Year ended June 30Indenture; (i) Agent shall have received a written opinion of (x) ▇▇▇▇▇▇, 2023, including the balance sheet as of such date of said period, all examined and reported on by ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as heretofore delivered 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 the Effective Date and signed by a Senior Officer of the Company, together with all attachments contemplated thereby; and (k) Borrowers have paid all reasonable and documented out-of-pocket fees and expenses of Agent and of legal counsel to Agent that have been invoiced on or prior to the Lender correctly and fairly present the financial condition of the Authority as of said date and the 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 Effective Date 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 been satisfied and (I) to the best knowledge of the Authoritypreparation, 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date of Bond Counsel as to the due authorizationnegotiation, 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 obligations Article II hereof shall be effective on and as of the Lender to amend and restate date (the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of "Effective Date"), on which each of the following conditions precedent shall have been satisfied or duly waived: (a) The final terms and conditions of the Acquisition, including, without limitation, all legal and tax aspects thereof, shall be (i) as described in the Commitment Letter dated June 19, 1997 from Fleet to the Borrower and otherwise consistent in all material respects with the description thereof received in writing as part of the Pre-Commitment Information and (ii) otherwise reasonably satisfactory to the Lenders. (b) The Stock Purchase Agreement shall be in full force and effect. (c) The Acquisition shall have been consummated in all material respects in accordance with the Stock Purchase Agreement, without any waiver or amendment not consented to by the Lender Parties of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (d) The Lender Parties shall be satisfied in their reasonable discretion that the restrictions in Section 2.03 of the Delaware General Corporation Law are not applicable to the Acquisition or that any conditions to avoiding the restrictions contained therein have been satisfied. (e) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of the Company and each of its Subsidiaries, including the terms and conditions of the charter, bylaws and each class of capital stock of the Company and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (f) The Lender Parties shall be satisfied with the terms and conditions of the common equity (the "Equity") provided on or prior to the consummation of the Acquisition by the Equity Investors; and Holding shall have received at least $49,750,000 in gross cash proceeds from the Equity. (g) 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 prepaid, redeemed or defeased in full or otherwise satisfied and extinguished. (h) Before giving effect to the Acquisition 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 May 3, 1997 and (y) the Company and its Subsidiaries, taken as a whole, since May 24, 1997. (i) 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 Acquisition, 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. (j) The Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of the Borrower, the Company and their respective Subsidiaries as they shall have requested and shall have received such financial business and other information regarding each of the foregoing Persons as they shall have reasonably requested. (k) 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. (l) 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 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 respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (m) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lender Parties. (n) The Administrative Agent shall have received on or before the Effective Date in a manner satisfactory to the Lender: (i) The Lender shall have received the following documentsfollowing, each dated and in form and substance as is satisfactory to the Lender: such day (1) certified copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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 requestunless otherwise specified), in form and substance satisfactory to the Lender Parties (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) The Notes payable to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving the Acquisition, this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a 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 Acquisition, 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 counselincorporation as being a true and correct copy thereof. (iv) The following A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Effective Date, listing the charter of the Borrower 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 the Secretary of State of each of the State of Ohio and the State of Iowa, 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. (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(n)(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, (C) the due incorporation and good standing of the Borrower and such other Loan Party as a corporation organized under the laws of the State of Delaware, and the Lender shall have received a certificate signed by an Authorized Representativeabsence of any proceeding for the dissolution or liquidation of the Borrower, dated the Effective DateCompany or such other Loan Party, certifying that: (1D) (A) the truth of the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct Loan Documents as though made on and as of the Effective Date and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing occurring on the Effective Date, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower 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 though made on amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by the Borrower and as of such date the Company, together with: (except A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the extent any such representation or warranty specifically relates Pledged Debt referred to an earlier date, then such representation or warranty shall be true and correct as of such earlier date); therein indorsed in blank, (B) no Default acknowledgment copies or Event stamped receipt copies of Default has occurred proper financing statements, duly 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 is continuing or would result from protect the Authority’s execution first priority liens and delivery of this Agreement or security interests created under the Bank Note or Security Agreement, covering the acceptance of Collateral described in the Commitment by the Authority; Security Agreement, (C) completed requests for information, dated on or before the audited annual financial 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 Authority 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) acknowledgment copies or stamped receipt copies of prior financing statements, duly 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 Fiscal Year ended June 30Effective Date, 2023listing 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, including the balance sheet as together with copies of such date 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 subsidiary guaranty in substantially the form of said periodExhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by the Company. (xi) Certified copies of each of the Related Documents in existence on such date, duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties, together with all examined agreements, instruments and reported on other documents delivered in connection therewith, in each case 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 Acquisition 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. (xvi) A Borrowing Base Certificate. (xvii) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇ LLP & Worcester, counsel for the Borrower and Holding, in substantially the form of Exhibit H hereto and as heretofore delivered to such other matter as any Lender Party through the Lender correctly and fairly present the financial condition of the Authority as of said date and the 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could Administrative Agent may reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effectrequest. (vxviii) The Lender shall have received an A favorable opinion addressed of Dickinson, Mackaman, Tyler & ▇▇▇▇▇, P.C., local counsel to the Lender and dated Loan Parties in the Effective Date State of Bond Counsel as to Iowa, in substantially the due authorization, execution and delivery form of this Agreement, the Bank Note and the Indenture, Exhibit I hereto 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as any Lender Party through the Lender Administrative Agent may reasonably request. (xix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender and its counselAdministrative Agent. (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 obligations obligation of Banks to -------------------------------------- make the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available initial Loans hereunder shall be is subject to the fulfillment of each of the following conditions precedent condition that on or before the Effective Date in a manner satisfactory there shall have been delivered to the LenderAdministrative 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 favorable written opinions, dated the Effective Date, of the General Counsel or Assistant General Counsel of Borrower in the form set out in Exhibit F. (c) Certificate of the Secretary or an Assistant Secretary of Borrower dated the Effective Date as to (i) The Lender shall have received the following documentsCertificate of Incorporation and the By- laws of Borrower, each dated and in form and substance as is satisfactory to (ii) the Lender: (1) certified copies of the resolution(s) resolution of the Board of Commissioners Directors of the Authority approving the execution and delivery of this Agreement, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and consents of any trustee, Borrower 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority its Executive Committee in connection with this Agreement, upon which and (iii) the 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 incumbency and signatures of the Program Documents; (8) an executed copy of the Bank Note with the original wet ink Bank Note person authorized to follow promptly after execute and deliver this Agreement and any other instrument, document or other agreement required hereunder on the Effective Date; and (9) an IRS Form W-9 duly completed by the Authority. (iid) There shall not have occurred any change or any development involving a prospective change in the 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 30A certificate, 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 which shall be in effect or shall have occurredtrue and correct, the effect signed by a vice president of which would be to prevent the Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (iii) The Lender shall have received an opinion addressed to the Lender and Borrower dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, in form and substance reasonably satisfactory to the Lender and its counsel, which provides for, among other opinions, the followingcertifying: (1i) the executionthat since June 30, delivery and performance by the Authority of this Agreement1999, the Bank Note and the Indenture are within the Authority’s powers, have there has been duly authorized by all necessary action, and require no action by or in respect of, or filing with, any governmental body, agency or official Material Adverse Change; (ii) that has not been accomplished and such execution, delivery and performance does not violate the constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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)in all material respects; (Biii) that no Default or Event of Default event has occurred and is continuing or would result from the Authority’s execution making of a Loan which constitutes or would constitute an Event of Default or an Unmatured Event of Default; and delivery of this Agreement or (iv) the Bank Note or the acceptance Debt Ratings as 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectEffective Date. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 obligations of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of each of the following are conditions precedent on or before to the Effective Date in a manner satisfactory to of the LenderPlan: (ia) The Lender shall have received the following Confirmation Order, in form and substance reasonably acceptable to the Debtors and the Plan Sponsor, having become a Final Order and remaining in full force and effect; (b) all actions, agreements and documents, each dated including the Plan Documents and the Plan Supplement, in form and substance consistent with, and in form and substance as is satisfactory required by the 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 the Lender: (1) certified copies operation of the resolution(sbusinesses of the Debtors (powers beyond those set forth in section 1106(a)(3) and (4) of the Board of Commissioners Bankruptcy Code) not having been appointed in any of the Authority approving Chapter 11 Cases; (d) the execution Amended Constituent Documents, in form and delivery substance attached as Exhibits to the Plan Supplement, shall have been filed with the applicable authorities of this Agreementthe 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 Bank Note New HITOP Interests, and the Fourth Supplemental IndentureCVRs, certified by an authorized official and the consummation of the Authority as being true and complete and Exit Facility; (f) the RSA remaining in full force and effect on the Effective Dateand not having been terminated; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, in form and substance reasonably satisfactory to the Lender and its counsel, which provides for, among other opinions, the following: (1g) the execution, delivery and performance by payment of Restructuring Expenses incurred during the Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender 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 period prior to the Effective Date that to the Authority Ratings are at least “AA” (or its equivalent) by S&P and “AA” (or its equivalent) by Fitch (referred extent invoiced to herein the Debtors, except as the “Rating Documentation”).otherwise provided in Section 3.3 hereof with respect to Professional Fee Claims; (ixh) No Bank Note shall be all actions, documents, certificates, and agreements necessary to implement this Plan having been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable Governmental Units in accordance with applicable laws obtaining; (i) assigned a specific rating 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 Rating Agencycompetent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; and, (iij) registered with The Depository Trust Company or any other securities depository,the payment and satisfaction in full of all statutory fees and obligations then due and payable to the office of the U.S. Trustee.

Conditions Precedent to Effective Date. The obligations Article II hereof shall be effective on and as of the Lender to amend and restate date (the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of "Effective Date"), on which each of the following conditions precedent on shall have been satisfied or before the Effective Date in a manner satisfactory to the Lenderduly waived: (a) 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 charter, 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 National Health Care Group Inc., Revlon Guarantor, Revlon Holdings Inc., Revlon Worldwide Corporation and Revlon, including the terms and conditions of the 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) The Lender shall would be reasonably likely to have received a Material Adverse Effect (in the following documents, each dated and in form and substance as is satisfactory to the Lender: case of clause (1) certified copies of the resolution(sa) of the Board of Commissioners of definition thereof, the Authority approving term "Person" shall refer to such Loan Party, such FN Party or such Designated Operating Company, as the execution and delivery case may be) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document, any FN Document or the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official consummation of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein hereby and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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 Authoritythereby. (iid) There Nothing shall not have occurred any change or any development involving a prospective change in come to the financial or operating condition attention of the Authority or its ability to pay the Obligations from that set forth Lenders in the audited annual financial statements respect of any 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 StatesA Companies, the State of California or the State of New York 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 Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or Event of Default has occurred and is continuing or would result from the Authority’s execution and delivery of this Agreement Designated Operating Companies or the Bank Note that is inconsistent with or the acceptance different from in any adverse respect any 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 results of the operations due diligence investigations 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 Persons conducted in connection with the acceptance of Original Credit Agreement, the Commitment by Second Credit Agreement, the Authority pursuant to this Third Credit Agreement or the Existing Credit Agreement; (G) the Lender has not acted as a fiduciary in favor 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 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 Lenders shall have been satisfied and (I) given such access to the best knowledge management, records, books of account, contracts and properties of each A Company, each Designated Operating Company or the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender Bank as they shall have received 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counselrequested. (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 obligations Conditions precedent to the consummation of the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of Plan, each of which may be waived in writing by the following conditions precedent on or before the Effective Date in a manner satisfactory to the Lender: (i) The Lender Consenting Lenders, shall have received the following documentsinclude, 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 Agreementbut not be limited to, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; following: (2a) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, Confirmation Order in form and substance reasonably satisfactory to the Lender Consenting Lenders and its counselthe Debtors shall have been entered by the Bankruptcy Court and shall have become a final order, which provides fornot reversed, among other opinionsmodified, the following: vacated, subject to a stay or pending an appeal; (1b) the executionDebtors and other parties thereto shall have executed and delivered appropriate definitive documentation regarding the Restructuring, delivery including, without limitation, (i) the Revolving Credit Facility and performance by all documents ancillary thereto; (ii) each of the Authority Term Facilities and all documents ancillary thereto; (iii) an intercreditor agreement; (iv) the New Stockholders’ Agreement; (v) a warrant agreement stating the terms of this Agreement, the Bank Note Warrants; (vi) the amended and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, restated certificate of incorporation and 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 constitution or by-laws of the State, Reorganized Debtors (2which documents shall contain provisions requiring no more than majority approval to amend such documents); and (vii) this the Registration Rights 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, each in form and substance reasonably satisfactory to the Lender and its counsel. (iv) The following statements shall be true and correct on the Effective Date, Debtors and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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)Consenting Lenders; (Bc) no Default or Event of Default has occurred all material governmental, regulatory 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 30third party approvals, 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 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 waivers and/or consents in connection with the acceptance of the Commitment Restructuring (including any required approvals or waivers 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 FCC), if any, shall have been satisfied obtained and (I) to the best knowledge of the Authorityshall remain in full force and effect, the Authority Rating has not been reducedand there shall exist no third party claim, withdrawn action, suit, investigation, litigation, request for reconsideration or suspended by any Rating Agency since the dated date of the Rating Documentation; and (2) No actions, suits or proceedings are proceeding 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 or governmental instrumentality, which would prohibit the transactions contemplated by the Restructuring; (d) There shall not have been any material adverse change (as measured against the information provided to the Agent and/or its advisors prior to the Petition Date) in the status of any kind or before or by claims against the Debtors on account of (i) pension funding liability, (ii) tax liability and (iii) environmental liability; provided that, with respect to (i) and (ii), there shall not be a material adverse change if the Consenting Lenders and the Debtors are able to negotiate a mutually satisfactory response to such change, subject to any governmental or non-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. requirements of the Bankruptcy Code, within 15 business days of its discovery. (ve) The Lender the Debtors shall have received an opinion addressed to the Lender and dated cash on hand as of the Effective Date of Bond Counsel as at least $15 million; (f) the Revolving Credit Facility (i) shall have closed on terms and conditions reasonably acceptable to the due authorization, execution and delivery of this Agreement, the Bank Note Consenting Lenders and the IndentureDebtors; (ii) shall be in full force and effect, and as (iii) the extension of credit thereunder shall be available upon (and subject to) the Effective Date; (g) all other conditions precedent relating to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note Revolving Credit Facility and the IndentureTerm Facilities, the exclusion of interest on the Loans from gross income for federal income tax purposes of the Lenderas set forth in Annex C hereto, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counsel. (vi) All necessary action on the part of the Authority shall have been taken satisfied or waived, as required applicable; (h) Other conditions to confirmation and effectiveness customary 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 transactions 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 satisfiedtype. (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 obligations of This Agreement shall become effective upon the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of Borrower satisfying each of the following conditions precedent, which conditions precedent on or before are for the Effective Date sole and exclusive benefit of the Lenders and may be waived in a manner satisfactory to writing by the LenderLenders: (i) The Lender 8.1.1 no Default or Event of Default shall have received the following documents, each dated occurred and in form and substance as is satisfactory be continuing nor shall there be any such Default or Event of Default after giving effect 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, the Bank Note Subscription Agreements and the Fourth Supplemental Indenture, certified Stream Agreement; 8.1.2 the Obligors shall have performed and complied with all covenants and agreements required by an authorized official of the Authority as being true and complete and in full force and effect this Agreement to be performed or complied with by them on or prior to the Effective Date; (2) certified copies of 8.1.3 all approvals, authorizations representations and consents of any trustee, or holder of any indebtedness or obligation warranties of the Authority or any Governmental Authority necessary for the Authority to enter into each Obligors applicable as of this Agreement, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (4) an executed certificate of an authorized official of the Authority dated the Effective Date certifying as made in or pursuant to the authority, incumbency and specimen signatures of the authorized officials authorized to sign this Agreement and the Bank Note and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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; 8.1.4 since December 31, 2023, shall have been no event, change or effect which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; 8.1.5 the Borrower shall have delivered, or caused to be delivered to the Administrative Agent, all of the following (in each case in form and substance satisfactory to the Lenders): (i) certificates from duly authorized officers of the Borrower and the other Obligors certifying (i) the articles and notice of articles (or equivalent) of such Person, as applicable, (ii) the incumbency of signing officers of such Person, and (iii) the Lender shall corporate resolutions (or equivalent) of such Person, as applicable, approving the execution, delivery and performance of such Person’s obligations under this Agreement and the consummation of the transactions contemplated hereunder; (ii) a copy of all Material Project Authorizations and Material Contracts that have received a certificate signed been entered into by an Authorized Representative, dated the Effective Date, certifying that:as applicable; (1iii) (A) the representations and warranties a copy of the Authority contained in the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and 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 or 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 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 been satisfied and (I) to the best knowledge of the Authority, the Authority Rating has not been reduced, withdrawn or suspended by any Rating Agency since the dated date of the Rating Documentation; andAnti-Corruption Policy; (2iv) 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. (v) The Lender shall have received an customary legal opinion addressed to the Lender and dated the Effective Date of Bond Counsel as addressed to the due authorization, execution and delivery of this Agreement, the Bank Note Administrative Agent 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestLenders, in form and substance satisfactory to the Lender Administrative Agent and its L▇▇▇▇▇▇’ counsel., acting reasonably, from counsel to the Borrower and the other Obligors with respect to this Agreement; (v) an opinion with respect to title to the mining claims and leases addressed to the Lenders in respect of the Project Properties; (vi) All necessary action the Subscription Agreement and the Stream Agreement and any other documents required thereby to be executed or delivered on or before the part of the Authority shall have been taken as required for the assignment Effective Date, duly executed and pledge of a lien on the Revenues for the benefit of the Lender as described in Section 5.1 hereof.delivered by each party thereto; and (vii) All such other legal matters pertaining to documentation as the execution Administrative Agent may reasonably request in form and delivery of this Agreement, the Bank Note and the other Program Documents shall be substance satisfactory to the Lenders, acting reasonably (including, without limitation, all documents and other information required by each Lender to comply with its “know your customer” and its counsel. The Lender other checks); 8.1.6 each of the Lenders shall have received evidence satisfactory to concluded its technical, legal, and financial due diligence; 8.1.7 no preliminary or permanent injunction or other order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the Lender that all conditions precedent to the issuance consummation of the Bank Note as Parity Debt pursuant to transactions contemplated by 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 Key Transaction Agreements shall be (i) assigned a specific rating in effect; 8.1.8 no action or proceeding, at law or in equity, shall be pending or threatened by any Rating AgencyPerson or Governmental Body to restrain, (ii) registered with The Depository Trust Company enjoin or any other securities depository,prohibit the consummation of the transactions contemplated by the Key Transaction Agreements or the development of the Project;

Conditions Precedent to Effective Date. The obligations of Effective Date shall occur upon the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of each satisfaction of the following conditions precedent on precedent: (a) Since May 31, 2004 there shall not have occurred and be continuing any Material Adverse Effect. (b) 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 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 restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Borrower shall have paid all reasonable invoiced fees and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement), to the extent invoices therefor have been received at least one Business Day before such Borrowing. (d) On the Effective Date in Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a manner satisfactory to certificate signed by a duly authorized officer of the LenderBorrower, dated the Effective Date, stating that: (i) 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement Section 4.01 are true and correct on and as of the Effective Date as though made on and as of such date Date, and (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); (Bii) no Default or Event of Default No event 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 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 that constitutes 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 been satisfied and (I) to the best knowledge of the 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectDefault. (ve) The Lender Agent shall have received an opinion addressed to on or before the Lender and Effective Date the following, each 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestDate, in form and substance satisfactory to the Agent: (i) A Note to the order of each Lender and its counsel(if any) that has requested one pursuant to Section 2.18. (viii) All necessary action on the part Certified copies of the Authority shall have been taken as required for the assignment and pledge of a lien on the Revenues for the benefit resolutions of the Lender as described in Section 5.1 hereof. (vii) All other legal matters pertaining to Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this AgreementAgreement and the Notes, if any, to be delivered by the Bank Note 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 Program Documents shall documents to 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 satisfieddelivered hereunder. (viiiiv) 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 A favorable opinion of (i) assigned a specific rating by any Rating Agency, in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) registered with The Depository Trust Company or any other securities depository,D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, counsel for the Borrower, in the form of Exhibit D-2.

Conditions Precedent to Effective Date. The obligations effectiveness of this Agreement is subject to satisfaction, or waiver by the Lender, of the following conditions precedent: (a) The Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of have received each of the following conditions precedent on or before the Effective Date documents, duly executed, in a manner each case, in form and substance reasonably satisfactory to the Lender: (i) 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 duly executed counterparts of this Agreement, the Bank Note Additional Terms Agreement and the Fourth Supplemental IndentureSecurity Agreements, certified by an authorized official each dated as of the Authority date hereof; (ii) (A) a certificate of each General Partner, dated as being true of the Effective Date and complete executed by its respective Authorized Representative, which shall (1) certify the resolutions authorizing the execution, delivery and performance of the Margin Loan Documentation to which each of the Borrowers is a party and the Transactions to be consummated by it on such date and (2) contain appropriate attachments, including its Organization Documents and those of each of the Borrowers (or a certification that there have been no changes thereto since the Original Closing Date), and (B) a certificate of status, compliance, good standing or like certificate with respect to each of the General Partners and each of the Borrowers issued by the appropriate government officials of the jurisdiction of its incorporation, amalgamation or formation, as applicable; (iii) a solvency certificate in full force and effect on respect of each Borrower from an Authorized Representative of each General Partner, dated as of the Effective Date; (2iv) certified copies favourable opinions of all approvals, authorizations and consents of any trustee, or holder of any indebtedness or obligation of counsel to the Authority or any Governmental Authority necessary for the Authority to enter into each of this Agreement, the Bank Note Borrowers and the Indenture and the transactions contemplated herein and therein; (3) reserved; (4) an executed certificate of an authorized official of the Authority dated the Effective Date certifying as to the authorityGeneral Partners, incumbency and specimen signatures of the authorized officials authorized to sign this Agreement and the Bank Note and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 addressed 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, in form and substance reasonably satisfactory to the Lender, dated as of the Effective Date; (v) the results of a recent Lien and judgment search in the jurisdiction of the General Partners’ and each Borrower’s organization, and each such search shall reveal no Liens on any of the assets of, or judgments against, the Borrowers except for Permitted Liens; (vi) proper financing statements for filing under the PPSA or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreements; and (vii) any information or documentation reasonably requested by the Lender pursuant to Section 9.15. (b) On or prior to the Effective Date; 33,132,606 Common Shares constituting Acceptable Collateral shall have been credited to the Collateral Accounts; and any other instruments and documentation required by the Custodian to credit the Collateral Accounts, shall have been made available on the Effective Date at the offices of the Custodian (and to the person designated by the Custodian for delivery to the Custodian for crediting the Collateral Accounts) for inspection by the Custodian, the Calculation Agent and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery ; such Common Shares shall be free from all Transfer Restrictions and performance by the Authority of this Agreement, the Bank Note Restrictive Conditions; and the Indenture are within the Authority’s powers, Collateral Requirement shall have been duly authorized by satisfied in all necessary action, and 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 constitution or laws of the State, (2) 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 counselmaterial respects. (ivc) The following statements All reasonable and documented out-of-pocket fees or expenses required to be paid under the Margin Loan Documentation on or before the Effective Date, including the Upfront Fee and counsel fees invoiced at least one Business Day prior to such date, shall have been paid on or before such date. (d) Each of the representations and warranties contained in the Margin Loan Documentation shall be true and correct on the Effective Datein all material respects (unless any such representation or warranty is qualified as to materiality, and the Lender in which case it shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement are be true and correct in all respects) on and as of the Effective Date as though made on Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (except to the extent unless any such representation or warranty specifically relates is qualified as to an earlier datemateriality, then such representation or warranty in which case it shall be true and correct in all respects as of such earlier date); . (Be) no Default or 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 Each 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 Borrowers shall have delivered to the Lender correctly and fairly present the financial condition a certificate from a Responsible Officer of the Authority as of said date and the results of the operations of the Authority for such period, have been prepared in accordance with GAAP consistently applied except as stated each General Partner 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 form set forth in the Indenture with respect to issuance Exhibit B hereto, dated as of the Bank Note Effective Date, which shall contain representations that the conditions set forth in Subsections (b), (d), and (f) of this Section 4.01 have been satisfied. (f) No Mandatory Prepayment Event shall have been satisfied and (I) to the best knowledge of the Authority, the Authority Rating occurred that has not been reducedcured or waived, withdrawn and no Default, Event of Default or suspended by any Rating Agency since Adjustment Determination Period shall have occurred and be continuing, in each case on 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational EffectEffective Date. (vg) The Lender shall have received an opinion addressed to satisfactory legal opinions from Lender’s counsel regarding implications under applicable Canadian Securities Laws and insolvency laws of realization on the Collateral Shares. (h) The Lender and the Custodian shall have received all information and documents required by the Lender and dated or the Effective Date of Bond Counsel as Custodian to the due authorization, execution and delivery of this Agreement, the Bank Note and the Indenture, and as to the validity and enforceability meet its obligations with respect to “know your customer” rules and rules under 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counselAnti Corruption Laws. (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 obligations of Effective Date shall occur upon the Lender to amend and restate the Original Revolving Credit Agreement and make its Commitment available hereunder shall be subject to the fulfillment of each satisfaction of the following conditions precedent on precedent: (a) Since May 31, 2005 there shall not have occurred and be continuing any Material Adverse Effect. (b) 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 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 restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Borrower shall have paid all reasonable invoiced fees and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement), to the extent invoices therefor have been received at least one Business Day before such Effective Date. (d) On the Effective Date in Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a manner satisfactory to certificate signed by a duly authorized officer of the LenderBorrower, dated the Effective Date, stating that: (i) 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, the Bank Note and the Fourth Supplemental Indenture, certified by an authorized official of the Authority as being true and complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, authorizations and 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, the Bank Note and the Indenture and the transactions contemplated herein and therein; (3) reserved; (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 documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which the 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 Program 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. (ii) There shall not have occurred any change or any development involving a prospective change in the 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 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. (iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from [▇▇▇▇▇▇ ▇▇▇▇], counsel to the Authority, 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 Authority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and 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 constitution or laws of the State, (2) 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, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (1) (A) the representations and warranties of the Authority contained in the Indenture, the Bank Note and this Agreement Section 5.01 are true and correct on and as of the Effective Date as though made on and as of such date Date, and (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); (Bii) no Default or Event of Default No event has occurred and is continuing or would result from that constitutes a Default. (e) The Agent shall have received satisfactory evidence that 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$3,000,000,000 364-Day Revolving Credit Facility, 2023dated March 18, 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 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 2005 shall have been satisfied terminated and (I) to the best knowledge of the Authority, the Authority Rating has not all amounts thereunder shall have 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 paid 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-governmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effectfull. (vf) The Lender Agent shall have received an opinion addressed to on or before the Lender and Effective Date the following, each 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 Lender, the pledge of Revenues securing the Bank Note constituting a valid pledge, and such other matters as the Lender may reasonably requestDate, in form and substance satisfactory to the Agent: (i) A Note to the order of each Lender and its counsel(if any) that has requested one pursuant to Section 2.19. (viii) All necessary action on the part Certified copies of the Authority shall have been taken as required for the assignment and pledge of a lien on the Revenues for the benefit resolutions of the Lender as described in Section 5.1 hereof. (vii) All other legal matters pertaining to Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this AgreementAgreement and the Notes, if any, to be delivered by the Bank Note 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 Program Documents shall documents to 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 satisfieddelivered hereunder. (viiiiv) The Lender shall have received written confirmation 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 within ten (10) days 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 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”)Bond Issuance. (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,