Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower and substance reasonably satisfactory to the Administrative Agenteach Subsidiary, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (duly executed original Control Agreements or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus other appropriate instrument with respect to its initial public offering, all certified any Collateral Accounts maintained by a Responsible Officer of the Borrower.; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term A Loan Commitment Percentage; (d) There shall not have occurred during the period certificate(s) for the Shares, together with Assignment(s) Separate from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expectedCertificate, either individually or duly executed in the aggregate, to have a Material Adverse Effect.blank; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.duly executed original Swiss Security Agreements; (f) The Borrower shall have paid evidence satisfactory to Collateral Agent and the Lenders that all fees, charges and disbursements of counsel notifications to the Administrative Agent to banks as required under the extent invoiced prior to or on Swiss Bank Account Security Agreement have been served by the IPO Closing Date.Parent and that all such notified banks have acknowledged in writing the Liens created under the Swiss Bank Account Security Agreement; (g) The IPO Closing Date evidence satisfactory to Collateral Agent and the Lenders that all notifications from Parent to another Borrower with respect to any intercompany loans from Parent to another Borrower as required under the Swiss Receivables Security Agreement have been served by the Parent and that all such notified Borrowers have acknowledged the Liens created under the Swiss Receivables Security Agreement; (h) evidence satisfactory to Collateral Agent and the Lenders of the transfer of all original insurance policies pertaining to the insurance over which Liens are created under the Swiss Receivables Security Agreement to the Collateral Agent; (i) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (j) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (k) the Annual Projections, for the current calendar year; (l) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (m) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (n) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee in the Pre-IPO Commitment Termination United States where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (o) duly executed legal opinions of US counsel and Swiss counsel to Borrower, each dated as of the Effective Date; (p) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect; and (q) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On duly executed original signatures to the Warrant; (c) duly executed signatures to the Control Agreement, if any; (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each other jurisdiction in which Borrower is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant 30) days prior to the Effective Date; (e) duly executed signatures to the completed Borrowing Resolutions for Borrower; (f) duly executed signatures to the completed Borrowing Resolutions for Guarantor; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (i) the duly executed signatures to the Guaranty; (j) duly executed signatures to the Stock Pledge Agreement; (k) stock power forms (5 originals) executed by Guarantor with respect to its capital stock of ProgramCo and delivery of original stock certificates evidencing ownership interest in ProgramCo; (l) stock power forms (5 originals) executed by Borrower with respect to its capital stock of Securities Corp. and delivery of stock certificates evidencing ownership interest in Securities Corp.; (m) a landlord’s consent in favor of Bank for Borrower’s website or leased location at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇) of any amendments to ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the Registration Statement filed respective landlord thereof, together with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy duly executed signatures thereto; and (n) payment of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.3 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed signatures via the Bank’s receipt on portal in DocuSign to the IPO Closing Loan Documents; (b) duly executed signatures via the Bank’s portal in DocuSign to the Warrant; (c) duly executed signatures to the Control Agreements required by Section 6.6(b); (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed signatures via the Bank’s portal in DocuSign to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) all Indebtedness due to Borrower’s officers, directors, current and former shareholders and other Lien holders, if any, is subordinated to the Obligations pursuant to a subordination agreement between such holders of Indebtedness and Bank, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying Bank; (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect Investors’ Rights Agreement and any amendments thereto; (j) evidence satisfactory to its initial public offering, all certified Bank that the insurance policies required by a Responsible Officer Section 6.5 hereof are in full force and effect; and (k) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.4 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder a Term Loan is subject to satisfaction the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which Borrower is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On duly executed original signatures to the Control Agreements with Wachovia Bank and Capital Advisors Group/State Street Bank (collectively, the “Borrower’s Account Banks”); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loans; (d) the Operating Documents of Borrower and good standing certificates of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date, Administrative ; (e) good standing certificates certified by the Secretary of State of the State of New Jersey as of a date no earlier than thirty (30) days prior to the Effective Date to the effect that Borrower is qualified to transact business in such State; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) Collateral Agent shall have received copies certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or electronic access to copies pursuant to have been or, in connection with the initial Credit Extension, will be terminated or released; (h) a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s website or facilities located in South Plainfield, New Jersey; (i) a bailee’s consent executed in favor of Collateral Agent in respect of Borrower’s property located in the facilities of Borrower’s vendor, ▇▇▇▇▇▇ International, in ▇▇▇▇▇▇▇▇ County, Cincinnati, Ohio; (j) a legal opinion of any amendments to Borrower’s counsel dated as of the Registration Statement filed Effective Date together with the SEC after duly executed original signatures thereto; (k) evidence satisfactory to Collateral Agent that the Closing Dateinsurance policies required by Section 6.5 hereof are in full force and effect, any exhibits to together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy ratable benefit of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer Lenders; and (l) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Lenders’ Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of the L/C Issuer such other matters, as Collateral Agent and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentmay reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On duly executed original signatures to the Control Agreement(s); (c) duly executed original Promissory Notes; (d) its Operating Documents and good standing certificates (or equivalents) of Borrower certified by the Secretary of State of the State of Washington (and such other states and/or jurisdictions in which Borrower is qualified to do and or doing business, if any) as of a date no earlier than thirty (30) days prior to the IPO Closing Date, Administrative Agent shall have received copies ; (or electronic access to copies pursuant e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) a legal opinion of Borrower’s website or ▇▇▇▇▇) counsel, addressed to Lender, dated as of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed together with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.duly executed original signatures thereto; (g) The IPO Closing Date certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (h) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations, except the Pre-IPO Commitment Termination DateExcluded Location; (i) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral (excluding Clinical Testing Assets) having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (j) the Perfection Certificate executed by Borrower; (k) a payoff letter from Oxford in respect of the Oxford Existing Indebtedness; (l) evidence that (i) the Liens securing the Oxford Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (m) the Vulcan Subordination Agreement, duly executed by each of the parties thereto; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Duly executed original signatures of Borrower to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as Duly executed original signatures of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant Borrower to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreement[s]; (c) Any material amendment to any financial statements, projections or forecasts contained in Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities State of Delaware as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during Duly executed signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feesBank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and Code termination statements) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have delivered a landlord’s consent executed in favor of Bank; (g) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (h) Borrower shall have delivered evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (i) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.3 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower and substance reasonably satisfactory to the Administrative Agenteach Subsidiary, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year; (g) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, Administrative of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have received copies been or, in connection with the initial Credit Extension, will be terminated or released; (or electronic access to copies pursuant to the i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s website or and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of the locations at ▇ ▇▇▇▇▇) of any amendments to the Registration Statement filed ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ at which Borrower maintains Collateral with the SEC after the Closing DateQSPharma and Patheon, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.respectively; (ck) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements duly executed legal opinion of counsel to Borrower dated as of the Administrative Agent to the extent invoiced prior to or on the IPO Closing Effective Date.; (gl) The IPO Closing Date shall evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a payoff letter from Oxford Finance LLC, as collateral agent and lender, and Silicon Valley Bank, as lender, in respect of the Existing Indebtedness; (n) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have occurred on or before will, concurrently with the Pre-IPO Commitment Termination Dateinitial Credit Extension, be terminated; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On each Co-Borrower’s Operating Documents and long-form good standing certificates of each Co-Borrower certified by the Secretary of State (or equivalent agency) of such Co-Borrower’s jurisdiction of organization or formation and each jurisdiction in which such Co-Borrower is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment a secretary’s certificate of each Co-Borrower with respect to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the such Co-Borrower’s operationsOperating Documents, businessincumbency, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in specimen signatures and resolutions authorizing the Registration Statement, execution and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with delivery of this Agreement and the SEC after the Closing Date and prior other Loan Documents to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.which it is a party; (d) There shall not have occurred during duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.IP Agreements; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in completed Borrowing Resolutions for each case, as agreed in writing by the Co-Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing Date shall have occurred on or before the PrePerfection Certificate of each Co-IPO Commitment Termination DateBorrower, together with the duly executed original signatures thereto; (h) evidence, satisfactory to Bank in its sole discretion confirming that Upstart Holdings, Inc. is in good standing with the Secretary of State and the Franchise Tax Board in the state of California; and (i) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentdelivery of the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signature pages to the Loan Documents; (c) duly executed original signature pages to the Warrant together with copies of Borrower’s receipt on equity documents and capitalization table; (d) Operating Documents for each Borrower and long-form good standing certificates certified by the IPO Closing proper authority for each jurisdiction in which each Borrower is incorporated, organized or is otherwise authorized to do business as a foreign entity (as required by Bank), as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signature pages to the Secretary’s Certificate of each Borrower with completed Borrowing Resolutions for each Borrower; (f) duly executed original signature pages to the Canadian Guaranty, together with Secretary’s Certificate and completed Borrowing Resolutions for Canadian Guarantor; (g) duly executed signature to a payoff letter from Comerica Bank, N.A. (“Prior Lender”), identifying the amount required to be paid to Prior Lender to fully satisfy outstanding obligations owed by the Borrower to Prior Lender as of the date of the initial Credit Extension; (h) evidence that (i) the Liens securing Indebtedness owed by the Borrower to Prior Lender will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with or promptly following the initial Credit Extension, be terminated; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) the Perfection Certificate of each Borrower and Guarantor, together with the duly executed original signature pages thereto; (k) a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (l) a legal opinion of Borrower’s counsel, in form and substance reasonably satisfactory acceptable to the Administrative AgentBank, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfiedits reasonable discretion, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio dated as of the IPO Closing Effective Date., together with the duly executed original signature pages thereto; (bm) On and as legal opinion of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) Canadian counsel in respect of any amendments to the Registration Statement filed with the SEC after the Closing DateCanadian Guarantor, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance acceptable to Administrative Agent.Bank, dated as of the Effective Date, together with the duly executed signatures thereto; (dn) There shall not have occurred during evidence satisfactory to Bank that the period from insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or same) in the aggregate, to have a Material Adverse Effect.favor of Bank; and (eo) Any fees, including any arrangement fees, agency payment of the fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, Bank Expenses then due as specified in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidSection 2.4 hereof. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower and substance reasonably satisfactory to the Administrative Agenteach Subsidiary, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its initial public offering, all certified by a Responsible Officer of the Borrower.Subsidiaries; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term Loan Commitment Percentage; (d) There shall not have occurred during the period from Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s and including such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees a completed Perfection Certificate for Borrower and upfront fees, and any expenses each of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.its Subsidiaries; (f) The Borrower shall have paid all feesthe Annual Projections, charges and disbursements of counsel to for the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.current calendar year; (g) The IPO Closing Date duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Investors’ Rights Agreement and any amendments thereto (receipt of which hereby is acknowledged); (n) a payoff letter from Square 1 Bank in respect of the Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (p) a subordination agreement, duly executed by each holder of Subordinated Debt; and (q) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio Loan Documents dated as of the IPO Closing Date.Effective Date to which it is a party; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreement(s); (c) Any material amendment to any financial statements, projections or forecasts contained in its Operating Documents and a certificate of status (for Canadian Borrower) and a certificate of good standing (for U.S. Borrower) certified by the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities applicable government authority as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during Secretary’s Certificate with duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.a payoff letter from Comerica Bank; (f) The evidence that (i) the Liens securing Indebtedness owed by Borrower shall to Comerica Bank have paid all feesbeen or will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, charges and disbursements of counsel to including without limitation any financing statements and/or control agreements, have or will, concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.initial Credit Extension, be terminated; (g) The IPO Closing certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any Code termination statements/estoppels/confirmations) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) Personal Property Security Act estoppels/confirmations for Relational Funding, CIT Financial Ltd. and MCAP Leasing Inc.; (i) the Perfection Certificate executed by each Borrower, together with the duly executed original signature thereto; (j) a landlord’s consent in favor of Bank for each of Borrower’s locations executed by the landlord thereof, together with the duly executed original signatures thereto; (k) a legal opinion of Borrower’s counsel dated as of the Effective Date shall have occurred on together with the duly executed original signatures thereto; (l) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; (m) the Pre-IPO Commitment Termination Datecompletion of the Initial Audit; and (n) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent Borrower shall have received copies (or electronic access to copies pursuant delivered duly executed original signatures to the Control Agreement by and among Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, Bank and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.First Bank & Trust; (c) Any material amendment to any financial statements, projections or forecasts contained in Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.State of Delaware; (d) There Borrower shall not have occurred during delivered duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date Borrower shall have been paid.delivered a payoff letter from First Bank & Trust; (f) The Borrower shall have delivered evidence that (i) the Liens securing Indebtedness owed by Borrower to First Bank & Trust will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) Borrower shall have delivered the Perfection Certificate executed by Borrower; (i) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (j) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (k) Borrower shall have delivered executed true and complete copies of the KLH selling shareholders notes; and (l) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower and substance reasonably satisfactory to the Administrative Agenteach Subsidiary, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its initial public offering, all certified by a Responsible Officer of the Borrower.Subsidiaries; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term Loan Commitment Percentage; (d) There shall not have occurred during the period from Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s and including such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees a completed Perfection Certificate for Borrower and upfront fees, and any expenses each of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.its Subsidiaries; (f) The Borrower shall have paid all feesthe Annual Projections, charges and disbursements of counsel to for the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.current calendar year; (g) The IPO Closing Date duly executed original Secretary’s Corporate Borrowing Certificate, together with all necessary shareholder consents, for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) [Reserved]; (j) [Reserved]; (k) a duly executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) a payoff letter from SVB in respect of the Existing Indebtedness; (o) evidence satisfactory to the Lenders in their sole discretion that the Equity Event has occurred; (p) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and (q) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Warrant; (c) Any material amendment to any financial statements, projections the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or forecasts contained in the Registration Statement, or any other material amendment to the equivalent agency) of Borrower’s operations, and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, assets, properties, liabilities each as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feescertified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and UCC termination statements) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have paid all feesthe Perfection Certificates of Borrower, charges and disbursements of counsel to together with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.duly executed original signatures thereto; (g) The IPO Closing Date shall have occurred on a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or before endorsements in favor of Bank; and (i) payment of the Pre-IPO Commitment Termination Datefees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make the L/C Issuer initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall have received, in form and substance satisfactory to make its initial Credit Extension hereunder is subject to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer Loan Documents; (b) duly executed original signatures to the Warrants; (c) duly executed original signatures to the Control Agreements; (d) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (e) the Borrower certifying (i) that the conditions specified in Sections 4.03(a) Operating Documents of Borrower and (b) have been satisfied, its Subsidiaries and (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with long-form good standing certificates (A) such pro forma adjustments as may be approved of Borrower certified by Administrative Agent with respect to Dispositions, acquisitions, consolidations the Secretary of State of Borrower’s jurisdiction of organization or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” formation and (B) any New Cavern EBITDA Adjustments of its Subsidiaries certified by the Secretary of State or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (equivalent agency, if any, of Borrower’s and subject to the delivery such Subsidiaries’ jurisdiction of information with respect thereto as required by) Section 7.11(b), organization or formation and (viC) calculation of the Consolidated Leverage Ratio each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of the IPO Closing Date. a date no earlier than thirty (b30) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed original signatures to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.completed Borrowing Resolutions for Borrower; (g) The IPO Closing duly executed original signature to a payoff letter from Pacific Western Bank; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (k) a bailee’s waiver in favor of Collateral Agent for each location (other than tooling locations, clinical trial locations and contract manufacturing locations) where Borrower maintains property, having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), with a third party, by each such third party, together with the duly executed original signatures thereto; (l) a legal opinion of Borrower’s counsel dated as of the Effective Date shall have occurred on or before together with the Pre-IPO Commitment Termination Dateduly executed original signature thereto; (m) a copy of Borrower’s Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s receipt on and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (c) a secretary’s certificate of US Borrower with respect to US Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) an officer’s certificate of Canadian Borrower with respect to its articles of incorporation and notice of articles, shareholders’ agreement (or equivalent), incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) certified copies, dated as of a recent date, of financing statement, UCC, PPSA and Bank Act searches, as Bank may request, accompanied by written evidence (including any PPSA/UCC termination statements and PPSA confirmations/estoppels/terminations) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) a legal opinion of Borrower’s Canadian counsel, in form and substance reasonably satisfactory acceptable to the Administrative AgentBank, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio dated as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed Effective Date together with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits duly executed original signature thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.; (g) The IPO Closing Date shall have occurred on the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; (i) with respect to the Pre-IPO Commitment Termination Dateinitial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (j) payment of the fees and Bank Expenses then due as specified in Section 2.6 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative AgentLoan Documents; (b) duly executed original signatures to the Control Agreements; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a certificate signed date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by a Responsible Officer of the Borrower certifying written evidence (iincluding any UCC termination statements) that the conditions specified Liens indicated in Sections 4.03(a) and (b) any such financing statements either constitute Permitted Liens or have been satisfiedor, in connection with the initial Credit Extension, will be terminated or released; (iie) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that there has the Liens indicated in any such financing statements either constitute Permitted Liens or have been no event or, in connection with the Initial Credit Extension, will be terminated or circumstance since released; (f) the Closing Date that has had or could be reasonably expected to havePerfection Certificate of Borrower, either together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the respective landlord thereof, where Borrower maintains property valued, individually or in the aggregate, a Material Adverse Effect; in excess of One Hundred Thousand Dollars (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b$100,000), and (vi) calculation of together with the Consolidated Leverage Ratio as of the IPO Closing Date.duly executed original signatures thereto; (bh) On and as a bailee’s waiver in favor of the IPO Closing DateBank for each location where Borrower maintains property valued, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have in excess of Fifty Thousand Dollars ($50,000) with a Material Adverse Effect.third party, by each such third party, together with the duly executed original signatures thereto; (ei) Any feesevidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, including any arrangement feestogether with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) with respect to the initial Advance but not the initial Equipment Advance, agency the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (k) payment of the fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, Bank Expenses then due as specified in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidSection 2.4 hereof. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make the L/C Issuer initial Credit Extension is subject to the condition precedent that Agent and each Lender shall have received, in form and substance satisfactory to make its initial Credit Extension hereunder is subject to satisfaction Agent and such Lenders, such documents, and completion of the following conditions precedentsuch other matters, as Agent and such Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreement(s); (c) Any material amendment to any financial statements, projections the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or forecasts contained in the Registration Statement, or any other material amendment to the equivalent agency) of Borrower’s operations, business, assets, properties, liabilities jurisdiction of organization or formation as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feesevidence that the Prior Loan Agreement, including any arrangement feestogether with all documents and agreements executed in connection therewith, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.terminated and all amounts thereunder shall have been paid in full, it being acknowledged and agreed by SVB, as “Bank” under the Prior Loan Agreement, that (i) SVB waives any prior written notice requirements of such repayment; and (ii) such repayment in full under the Prior Loan Agreement shall not include any “2015 Prepayment Premium” (as such term is defined in the Prior Loan Agreement), and payment of any 2015 Prepayment Premium that otherwise may be due and owing to SVB (as “Bank” under the Prior Loan Agreement) as a result of any such repayment in full is hereby waived in full by SVB (as “Bank” under the Prior Loan Agreement); (f) The Borrower shall evidence that (i) the Liens securing the Existing SVB Obligations under the Prior Loan Agreement will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens in favor of SVB under such Prior Loan Agreement, including without limitation any financing statements and/or control agreements, have paid all feesor will, charges and disbursements of counsel to concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.initial Credit Extension hereunder, be terminated; (g) The IPO Closing Date shall the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence satisfactory to Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Agent; (i) certified copies, dated as of a recent date, of financing statement searches, as Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (j) executed copies of the Pre-IPO Commitment Termination DateSubordinated SVB Loan and Security Agreement, together with all documents executed and/or delivered in connection therewith; (k) duly executed original signatures to (i) the Lender Intercreditor Agreement; and (ii) the SVB Subordination Agreement; (l) an opinion of Borrower’s counsel in form and covering such matters as are acceptable to Lenders in their discretion; and (m) payment of the fees and Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentdelivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signature pages to the Loan Documents; (c) Operating Documents for each Borrower and long-form good standing certificates certified by the proper authority for each jurisdiction in which each Borrower is incorporated, organized or is otherwise authorized to do business as a foreign entity (as required by Bank), as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signature pages to the Secretary’s receipt on Certificate of each Borrower with completed Borrowing Resolutions for each Borrower; (e) duly executed original signature pages to the IPO Closing DateCanadian Guaranty, together with Secretary’s Certificate and completed Borrowing Resolutions for Canadian Guarantor; (f) duly executed signature to a payoff letter from Comerica Bank, N.A. (“Prior Lender”), identifying the amount required to be paid to Prior Lender to fully satisfy outstanding obligations owed by the Borrower to Prior Lender as of the date of the initial Credit Extension; (g) evidence that (i) the Liens securing Indebtedness owed by the Borrower to Prior Lender will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with or promptly following the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) the Perfection Certificate of each Borrower and Guarantor, together with the duly executed original signature pages thereto; (j) a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (k) a legal opinion of Borrower’s counsel, in form and substance reasonably satisfactory acceptable to the Administrative AgentBank, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfiedits reasonable discretion, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio dated as of the IPO Closing Effective Date., together with the duly executed original signature pages thereto; (bl) On and as legal opinion of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) Canadian counsel in respect of any amendments to the Registration Statement filed with the SEC after the Closing DateCanadian Guarantor, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance acceptable to Administrative Agent.Bank, dated as of the Effective Date, together with the duly executed signatures thereto; (dm) There shall not have occurred during evidence satisfactory to Bank that the period from insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or same) in the aggregate, to have a Material Adverse Effect.favor of Bank; and (en) Any fees, including any arrangement fees, agency payment of the fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, Bank Expenses then due as specified in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidSection 2.4 hereof. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant a duly executed original signature to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Warrant; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed original signatures to the Borrower’s operationsAccount Control Agreements with SVB Securities, businessWachovia Bank, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration StatementN.A., and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Pinnacle National Bank; (d) There shall not have occurred during its Operating Documents and a good standing certificate of Borrower certified by the period from Secretary of State of the Closing Date through and including State of Delaware as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall have paid all fees, charges and disbursements the Subordination Agreement duly executed by Pinnacle Bank in favor of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.Bank; (g) The IPO Closing Date the certificate or certificates for the securities included in the Pledged Collateral, accompanied by an instrument of assignment duly executed in blank by Borrower; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) a legal opinion with respect to the Pre-IPO Commitment Termination DateGuarantor, Motricity Deutschland GmbH; (j) the Perfection Certificate executed by Borrower; (k) the duly executed signatures to each landlord’s consent in favor of Bank; (1) the duly executed original signatures to each Guaranty, together with the completed Resolutions for each Guarantor; (m) a copy of its Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) the successful completion of a Subsequent Financing; and (p) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender Bank to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentcondition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.this Agreement; (b) On and as an officer’s certificate of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus Borrower with respect to its initial public offering, all certified by a Responsible Officer incumbency and resolutions authorizing the execution and delivery of the Borrower.this Agreement; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration UCC National Form Financing Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.; (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, agreement to have a Material Adverse Effect.furnish insurance; (e) Any feescurrent SOS Reports indicating that except for Permitted Liens, including any arrangement fees, agency fees and upfront fees, and any expenses there are no other security interests or Liens of record in the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.Collateral; (f) The Borrower shall have paid all feescurrent financial statements, charges including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern solely related to Borrower’s liquidity), company prepared consolidated balance sheets and disbursements of counsel to profit and loss statements for the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (g) The IPO Closing Date shall evidence of Borrower’s receipt of not less than Fifty-Eight Million Dollars ($58,000,000) of net cash proceeds from the sale of Borrower’s equity securities on terms reasonably satisfactory to Bank; (h) current Compliance Certificate in accordance with Section 6.2; (i) a payoff letter from TriplePoint in respect of the Existing Indebtedness; (j) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have occurred on or before will, concurrently with the Preinitial Credit Extension, be terminated; (k) a Perfection Certificate; (l) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Bailee Waiver with respect to each third-IPO Commitment Termination Dateparty location where Borrower maintains any of the Collateral valued in excess of Two Hundred Fifty Thousand Dollars ($250,000); (n) an Automatic Debit Authorization; and (o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following documents, and completion of the following conditions precedentmatters: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of Loan Documents (other than Loan Documents that are permitted to be delivered after the Borrower certifying (i) that Effective Date in accordance with the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(bPostclosing Letter), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment to any financial statements, projections or forecasts contained in Each Domestic Guarantor’s Operating Documents and a good standing certificate of each Domestic Guarantor certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrowerstate of such Domestic Guarantor’s operations, business, assets, properties, liabilities formation as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during duly executed copies of the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses duly executed copies of the Arrangers and Administrative Agent, in completed resolutions to guaranty for each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.Domestic Guarantor; (f) The certified copies, dated as of a recent date, of financing statement searches with respect to Borrower and each Domestic Guarantor, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing the Perfection Certificates of Borrower and each Domestic Guarantor, together with the duly executed original signatures thereto; (h) a legal opinion of Borrower’s and each Domestic Guarantor’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that Borrower, PicoChip and their Subsidiaries, taken as a whole, can demonstrate a Liquidity Ratio of at least 1.35 to 1.00 on a Pro Forma Basis; (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof; (k) timely receipt of an Effective Date Notice of Borrowing; (l) no event, circumstance, or condition of any character shall have occurred since the date of the Commitment Letter, or shall exist as of the Effective Time (as defined in the Merger Agreement) that has resulted in a Material Adverse Effect (as defined in the Merger Agreement) to Borrower, Picochip and their Subsidiaries, taken as a whole; and (m) the Specified Merger Agreement Representations and the Specified Representations shall be true, accurate, and complete in all material respects on the date of the Notice of Borrowing and on the Funding Date of the initial Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or before modified by materiality in the Pre-IPO Commitment Termination Datetext thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default (other than an Event of Default described in Sections 8.3 or 8.8) shall have occurred and be continuing or result from the Credit Extension. The initial Credit Extension is Borrower’s representation and warranty on that date that the Specified Merger Agreement Representations and the Specified Representations remain true, accurate, and complete in all material respects; 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, accurate and complete in all material respects as of such date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower and substance reasonably satisfactory to the Administrative Agenteach Subsidiary, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its initial public offering, all certified by a Responsible Officer of the Borrower.Subsidiaries; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term Loan Commitment Percentage; (d) There shall not have occurred during the period from Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s and including such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees a completed Perfection Certificate for Borrower and upfront fees, and any expenses each of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.its Subsidiaries; (f) The Borrower shall have paid all feesthe Annual Projections, charges and disbursements of counsel to for the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.current calendar year; (g) The IPO Closing Date duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) a payoff letter from Square 1 Bank in respect of the Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (p) a subordination agreement, duly executed by each holder of Subordinated Debt; and (q) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On a duly executed original signature to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant 30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens, or have been, or in connection with the initial Credit Extension will be, terminated or released; (f) the Perfection Certificate executed by Borrower; (g) a bailee’s website or waiver in favor of Bank duly executed by Catalent Pharma Solutions, Inc. with respect to its location at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (h) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (i) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with respect appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to its initial public offering, all certified by a Responsible Officer Bank (or endorsements reflecting the same) in favor of Bank; and (j) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.3 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (ii) executed counterparts of each Guaranty; (iii) a Note executed by the relevant Borrower in favor of each Lender requesting a Note, if any; (iv) the Security Agreements, duly executed by each of the relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of all searches with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.01 or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreements, covering the Collateral of the relevant Borrower described in the relevant Security Agreement; (v) the Intellectual Property Security Agreement, duly executed by each of the relevant Borrowers, together with evidence that all action, to the extent reasonably feasible, that is reasonably necessary in order to perfect and protect the Liens on Material Intellectual Property created under the Intellectual Property Security Agreement has been taken; (vi) deeds of trust, trust deeds and mortgages in a form reasonably satisfactory to the Administrative Agent (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the properties identified to be mortgaged on Schedule 5.07(c) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary in order to create a valid first and subsisting Lien on the IPO Closing Dateproperty described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid International Loan Policy of Title Insurance with such extended coverage as is available pursuant to the underwriting requirements of the Title Company (to be substantially similar to that provided under an ALTA Extended form policy) (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by Chicago Title Insurance Company (“CTIC”), insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens), (C) any surveys or maps, for which all necessary fees (where applicable) shall have been paid, as may be required for CTIC to provide the Administrative Agent with extended coverage on the Administrative Agent’s loan title policies, (D) engineering, soils and other reports as to the properties described in the Mortgages, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) access agreements, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed executed by a Responsible Officer each of the Borrower certifying lessors of the leased real properties listed on Schedule 4.01(a)(vi)(E), giving notice to each lessor of the Administrative Agent’s security interest in any Collateral located in the leased real properties listed on Schedule 4.01(a)(vi)(E), as well as confirming the right of the Administrative Agent or such party as may be directed by the Administrative Agent to enter such leased real property and remove any Collateral located therein or thereon, (iF) evidence of the insurance required by the terms of the Mortgages, and (vii) evidence that all other action that the conditions specified Administrative Agent may reasonably deem necessary in Sections 4.03(aorder to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extensions in accordance with the requirements hereof; (x) an opinion of each of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Loan Parties, (B) Loyens Loeff N.V., Dutch counsel to the Loan Parties, (C) ▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇▇▇▇, S.C., special Mexico counsel to the Loan Parties, (D) ▇▇▇▇▇▇▇▇ Neto Advogados, Brazilian counsel to the Loan Parties, (E) ▇▇▇, ▇▇▇ & ▇▇▇, special Korea counsel to the Loan Parties, (F) O’Melveny & ▇▇▇▇▇, Tokyo Office, special Japan counsel to the Loan Parties and (bG) have been satisfiedAzim, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to haveTunku Farik & ▇▇▇▇, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior special Malaysia counsel to the IPO Closing Date for which quarterly financials have been delivered Loan Parties, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, after giving effect validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the consummation Administrative Agent may reasonably require evidencing the identity, authority and capacity of the Borrower’s initial public offering each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the initial drawing hereunderother Loan Documents to which such Loan Party is a party; and (xiii) certified copies of each of (A) the Senior Subordinated Notes Documents, (vB) calculation of Consolidated EBITDA for the four fiscal quarter period ending Senior Notes Documents and (C) the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered Equity Contribution Agreement, each in form and substance reasonably satisfactory to the Administrative AgentAgent and each duly executed by the parties thereto, which shall be in full force and effective in accordance with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio their respective terms as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event event, occurrence or condition that has had or could reasonably be expecteddevelopment which, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Acquired Business, in each case since December 31, 2004, except for any such effect (a) to the extent relating to any Excluded Asset or Excluded Liability (each as defined in the Purchase Agreement) and for which the Borrowers, their Subsidiaries, and the Purchased Subsidiaries will have no liability following the Closing in accordance with the terms of the Purchase Agreement, or (b) resulting from or arising in connection with (i) the announcement of the Purchase Agreement or consummation of the transactions specifically contemplated by the Purchase Agreement, (ii) changes or effects affecting generally the industries in which the Acquired Business operates, (iii) changes in Applicable Laws (as defined in the Purchase Agreement) or accounting standards, principles or interpretations of general application, (iv) changes in economic, regulatory or political conditions generally or (v) changes attributable to actions or omissions of the Borrowers or any of their affiliates, other than any action or omission specifically contemplated by the Purchase Agreement; provided that the changes or effects described in clauses (ii) through (iv) shall be disregarded only to the extent that the effect or change is not disproportionately adverse to the Acquired Business compared to other persons operating in the industries in which the Acquired Business operates, taking into account the market position and geographic scope of the Acquired Business. (c) (i) The representations and warranties contained in Article 5, in each case solely as they relate to the BV Borrower and the US Borrower, shall be true and correct in all material respects on and as of the Closing Date and (ii) the Closing Date Representations and Warranties shall be true and correct in all material respects. (d) The Arrangers shall be reasonably satisfied with (x) the Purchase Agreement (including all schedules and exhibits thereto) and (y) all other agreements, instruments and documents relating to the Transactions; and the Purchase Agreement and such other agreements, instruments and documents relating to the Transactions shall not be altered, amended or otherwise changed or supplemented, in each case in any material respect, or any material condition therein waived without the prior written consent of the Arrangers (it being agreed that the final Purchase Agreement dated January 8, 2006 and delivered to the Arrangers on January 8, 2006 is satisfactory to the Arrangers). The Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement. (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) Prior to or substantially contemporaneously with the initial Credit Extensions, the Borrowers shall have received at least $900,000,000 in gross cash proceeds from (i) the issuance and sale of the Senior Subordinated Notes and the Senior Notes, (ii) the issuance of additional common equity securities, (iii) the issuance of additional preferred equity securities having terms reasonably satisfactory to the Administrative Agent, or (iv) any combination of the foregoing. (g) Prior to or substantially contemporaneously with the initial Credit Extensions, the Equity Contributions shall have been funded in full. (h) (i) Any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, relating to the Acquisition shall have expired or been terminated; (ii) all approvals pursuant to Competition Laws (as defined in the Purchase Agreement) listed on Section 10.01(b) of the disclosure schedule to the Purchase Agreement (the “Disclosure Schedule”) shall have been obtained; (iii) all approvals of Governmental Authorities (as defined in the Purchase Agreement) listed on Section 10.01(c) of the Disclosure Schedule shall have been obtained; and (iv) no provision of any Applicable Law (as defined in the Purchase Agreement) shall prohibit the consummation of the Acquisition or subject the Borrowers to any penalty or other condition that would reasonably be expected to have a Material Adverse Effect. (ei) Any fees, including any arrangement fees, agency All fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date and invoiced (with reasonably supporting documentation) and delivered to the Borrowers before the Closing Date shall have been paidpaid in full in cash. (fj) The Borrower Administrative Agent shall have paid received all feesdocumentation and other information with respect to each Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, charges and disbursements of counsel to including without limitation, the Administrative Agent to the extent invoiced prior to or on the IPO Closing DatePatriot Act. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following conditions precedentdocuments: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreements; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Each Borrower’s operationsOperating Documents and a good standing certificate of each Borrower, certified by the Secretary of State of the State of Delaware with respect to Sagent Delaware and the Secretary of State of the State of Wyoming with respect to Sagent Wyoming, together with certificates of foreign qualification from each jurisdiction in which each Borrower is qualified to conduct business, assets, properties, liabilities in all cases dated as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (e) Any fees, including any arrangement fees, agency fees a payoff letter from MidCap and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.SVB; (f) The evidence that (i) the Liens securing existing Indebtedness owed by Borrower shall to MidCap and/or Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have paid all feesor will, charges and disbursements of counsel to concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.initial Credit Extension, be terminated; (g) The IPO Closing certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof. For the avoidance of doubt, delivery by Sagent Delaware of stock certificates evidencing its ownership interest in Sagent Wyoming shall have occurred on or before not be a condition to Bank’s obligation to make the Pre-IPO Commitment Termination Dateinitial Credit Extension.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on duly executed Loan Documents; (b) a duly executed Control Agreement with U.S. Bank; (c) the IPO Closing DateOperating Documents of Borrower and its Subsidiaries and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in form and substance reasonably satisfactory each case as of a date no earlier than thirty (30) days prior to the Administrative Agent, Effective Date; (d) a certificate signed duly executed by a Responsible Officer or secretary of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇▇▇▇’s (i) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, Operating Documents and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (cii) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Borrowing Resolutions; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.a duly executed payoff letter from Solar Capital; (f) The evidence that (i) the Liens securing Indebtedness owed by Borrower shall to Solar Capital will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have paid all feesor will, charges and disbursements of counsel to concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.initial Credit Extension, be terminated; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of searches for financing statement filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (h) a duly executed Perfection Certificate of Borrower; (i) a duly executed landlord’s consent in favor of Bank for ▇▇▇▇▇▇▇▇’s leased location at ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (j) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel dated as of the Pre-IPO Commitment Termination Effective Date; (k) with respect to initial Advance, a completed Borrowing Base Certificate; (l) the completion of the Initial Audit with respect to the initial Advance; (m) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank; and (n) payment of the fees and Bank Expenses then due as specified in Section 1.3 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on duly executed Loan Documents; (b) a duly executed Control Agreement with U.S. Bank; (c) the IPO Closing DateOperating Documents of Borrower and its Subsidiaries and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in form and substance reasonably satisfactory each case as of a date no earlier than thirty (30) days prior to the Administrative Agent, Effective Date; (d) a certificate signed duly executed by a Responsible Officer or secretary of the Borrower certifying with respect to Borrower’s (i) that the conditions specified in Sections 4.03(a) Operating Documents and (b) have been satisfied, (ii) Borrowing Resolutions; (e) a duly executed payoff letter from Solar Capital; (f) evidence that there has been no event (i) the Liens securing Indebtedness owed by Borrower to Solar Capital will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or circumstance since will, concurrently with the Closing Date that has had or could initial Credit Extension, be reasonably expected to haveterminated; (g) certified copies, either individually or dated as of a recent date, of searches for financing statement filed in the aggregatecentral filing office of the State of Delaware, a Material Adverse Effect; accompanied by written evidence (iiiincluding any UCC termination statements) that the Borrower has consummated its initial public offering, substantially on the terms set forth Liens indicated in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials any such financing statements either constitute Permitted Liens or have been delivered to or, in connection with the Administrative Agentinitial Credit Extension, after giving effect to the consummation will be terminated or released; (h) a duly executed Perfection Certificate of the Borrower; (i) a duly executed landlord’s consent in favor of Bank for Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or leased location at ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (j) a legal opinion of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, Borrower’s counsel dated as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus Effective Date; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 5.8 hereof are in full force and effect, together with respect to its initial public offering, all certified by a Responsible Officer appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank; and (l) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent1.3 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original signatures to the Loan Documents to which it is a party; (b) [reserved] (c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower and similar resolutions for MIPS Technologies Holding LLC; (e) a payoff letter from Jefferies Finance, LLC; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Jefferies Finance, LLC will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated. (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) the Perfection Certificate(s) executed by Borrower; (i) a legal opinion of Borrower’s receipt on counsel dated as of the IPO Closing DateEffective Date together with the duly executed original signatures thereto; (j) a pledge agreement, in form and substance reasonably satisfactory to the Administrative AgentBank, executed by Borrower and pledging to Lender a certificate signed by a Responsible Officer security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each material Subsidiary of Borrower certifying (i) that is incorporated under the conditions specified in Sections 4.03(a) laws of any State of the United States or the District of Columbia and (b) have been satisfied65% of the shares of the outstanding capital stock, of any class, of each material Subsidiary of Borrower that is not incorporated under the laws of any State of the United States or the District of Columbia (iithe “Pledge Agreement”); (k) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected evidence satisfactory to have, either individually or in the aggregate, a Material Adverse Effect; (iii) Bank that the Borrower has consummated its initial public offeringinsurance policies required by Section 6.5 hereof are in full force and effect, substantially on the terms set forth together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in the Registration Statement, favor of Bank; (ivl) an attached pro forma consolidated balance sheet payment of the Borrower fees and Bank Expenses then due as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described specified in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.2.4 hereof; and (bm) On delivery to Bank of all stock certificates and as of the IPO Closing Date, Administrative Agent shall have received copies promissory notes held by Borrower within three (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇3) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.Business Days;

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Agent shall have received, in form and substance satisfactory to Agent and the Lenders, such documents, and completion of the following conditions precedentsuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on duly executed Loan Documents; (b) duly executed Warrant; (c) if any, the IPO Closing Datecertificate(s) for the outstanding capital stock, membership units or other securities owned or held of record by a Borrower in any Subsidiary of such Borrower and an assignment separate certificate, duly executed by the pledgor in blank; (d) the Operating Documents of Borrower and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Nevada and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in form and substance reasonably satisfactory each case dated as of a date no earlier than thirty (30) days prior to the Administrative Agent, Effective Date; (e) a secretary’s certificate/officer’s certificate signed (as applicable) duly executed by a Responsible Officer or secretary of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to DispositionsBorrower’s Operating Documents, acquisitionsincumbency, consolidations or mergers as described in specimen signatures and resolutions authorizing the proviso of the first sentence of (execution and subject to the delivery of information with respect thereto as required pursuant this Agreement and the other Loan Documents to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and which it is a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.party; (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.duly executed Borrowing Resolutions for Borrower; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of searches for Liens (including without limitation, UCC searches) filed in the central filing office of the State of Nevada and the State of California, accompanied by written evidence (including any UCC termination statements and other Lien releases) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension hereunder, will be terminated or before released; (h) duly executed Perfection Certificate of Borrower; (i) evidence that all obligations of Borrower owing to Xencor in connection with Borrower’s warrant (option) in favor of Xencor have been satisfied prior to or contemporaneously with the Pre-IPO Commitment Termination Dateinitial Credit Extension; and (j) payment of the fees and Lenders’ Expenses then due as specified in Section 1.3 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as establishment of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Cash Collateral Account; (c) Any material amendment to any financial statementsthe Operating Documents and (i) a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware and (ii) a certificate of good standing/foreign qualification certified by the Secretary of State (or equivalent agency) of each of California, projections or forecasts contained in the Registration StatementMassachusetts, or any other material amendment to the Borrower’s operationsNorth Carolina, businessNew York, assetsOhio and Virginia, properties, liabilities each of (actual or contingenti) or condition and (financial or otherwiseii) as described in the Registration Statement, and any agreements described in Section 7.08(cof a date no earlier than thirty (30) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the period from execution and delivery of this Agreement and the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, other Loan Documents to have which it is a Material Adverse Effect.party; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing the Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date shall have occurred on or before together with the Pre-IPO Commitment Termination Dateduly executed original signature thereto; (i) Intellectual Property search results and completed exhibits to the IP Agreement; (j) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); (k) completed and executed logo consent form for Bank to use Borrower’s name and logo, for the sole purposes of (i) preparing a “tombstone” to highlight the transaction (in a form acceptable to Borrower and Bank) and (ii) issuing a press release (in a form acceptable to Borrower and Bank) highlighting and summarizing the credit facilities extended by Bank to Borrower under this Agreement for marketing purposes; (l) the opening of the Pledged Bank Services Account and delivery of the corresponding Bank Services Cash Pledge Agreement relating to such account (the “Bank Services Pledged Account Agreement”); and (m) payment of the fees and Bank Expenses then due as specified in Section 2.9 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed each duly executed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.each Loan Party party thereto; (b) On a duly executed original Control Agreement with respect to the Designated Deposit Account; (c) duly executed original Secured Promissory Notes in favor of each Lender that requests it according to its Term A Loan Commitment Percentage; (d) the Operating Documents of Parent and Borrower and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to do business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) a completed Perfection Certificate for each Loan Party; (f) [reserved]; (g) duly executed original Corporate Certificate for Parent and Borrower, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than forty five (45) days prior to the Effective Date, Administrative of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have received copies been or, in connection with the initial Credit Extension, will be terminated or released; (or electronic access i) [reserved]; (j) [reserved]; (k) a duly executed legal opinion of counsel to copies pursuant to the Borrower’s website or B▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, ▇▇ dated as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Effective Date; (cl) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements duly executed English legal opinion of counsel to L▇▇▇▇▇▇ dated as of the Administrative Agent Effective Date; (m) duly executed Parent Guaranty; (n) duly executed English Security Document; (o) subject to the extent invoiced prior Post-Closing Letter, evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or on endorsements in favor of Collateral Agent, for the IPO Closing Date.ratable benefit of the Lenders; (gp) The IPO Closing Date shall a payoff letter from OXFORD FINANCE LUXEMBOURG S.À R.▇. in respect of the Existing Indebtedness; and (q) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have occurred on or before will, concurrently with the Pre-IPO Commitment Termination Dateinitial Credit Extension, be terminated.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer Evidence of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet occurrence of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Trigger Event; (b) On and as Completion of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Initial Audit; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment Borrower shall have delivered duly executed original signatures to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior Loan Documents to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.which it is a party; (d) There Borrower shall not have occurred during delivered duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Control Agreement[s]; (e) Any fees, including any arrangement fees, agency fees Borrower shall have delivered its Operating Documents and upfront fees, and any expenses a good standing certificate of Borrower certified by the Secretary of State of the Arrangers and Administrative Agent, in each caseState of Wyoming or Maryland, as agreed in writing by applicable, as of a date no earlier than thirty (30) days prior to the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.Effective Date; (f) The Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) Borrower shall have delivered the Subordination Agreement duly executed by __________ in favor of Bank; (h) Borrower shall have delivered a payoff letter from Chevy Chase Bank; (i) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) Borrower shall have delivered the Perfection Certificates executed by Borrower; (k) Borrower shall have delivered landlord’s consents executed by Borrower and the applicable landlord in favor of Bank with respect to each of Borrower’s leased locations; (l) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (m) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (n) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender Bank’s agreement to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agenta certiticate of the Secretary of Everyday Health with respect to certificate of incorporation, by-laws, incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents; (b) a certificate of the Secretary of Carepages with respect to certificate of incorporation, by-laws, incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents; (c) a certificate of the members/managers of Revolution Health with respect to certificate of formation, limited liability company/operating agreement, incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents; (d) Perfection Certificates by Borrower; (e) a legal opinion of Borrower’s receipt on the IPO Closing Datecounsel (authority/enforceability), in form and substance reasonably satisfactory acceptable to Bank; (f) a landlord’s consent executed by the Administrative Agent, a certificate signed by a Responsible Officer applicable landlord in favor of the Borrower certifying Bank for Borrower’s locations at (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10014 and (ii) of any amendments to the Registration Statement filed with the SEC after the Closing Date▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, any exhibits to the Registration StatementNorth Adams, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.Massachusetts 01247; (g) The IPO Closing Date shall a bailee’s waiver executed by SunGard Availability Services LP in favor of Bank for its location at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; (h) Account Control Agreements/Securities Account Control Agreements; (i) duly executed signatures to payoff letters from Horizon and Square One Bank; (j) evidence that (i) the Liens securing Indebtedness owed by Borrower to Horizon and Square One Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have occurred on or before will, concurrently with the Pre-IPO Commitment Termination Dateinitial Term Advance, be terminated; (k) evidence satisfactory to Bank that the insurance policies required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (l) payment of the fees and Bank Expenses then due and payable; (m) Certificates of Foreign Qualification (New York, and others, if applicable); (n) long form Certificates of Good Standing/Legal Existence (Delaware); and (o) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On an original duly executed Warrant in the form mutually agreed to by Bank and Borrower, granting Bank the right to purchase Preferred Stock of Borrower equal (i) to two and one-half of one percent (2.5%) multiplied by the aggregate amount of the Growth Capital Advances, divided by (ii) the applicable Warrant Price (as defined in the Warrant, and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies elected by Bank pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy terms of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Warrant); and (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed original signatures to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Control Agreement; (d) There shall not have occurred during Borrower’s Operating Documents and a good standing certificate of Borrower certified by the period from Secretary of State of the Closing Date through State(s) of Delaware and including California, as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the Secretary’s Certificate with completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing Date shall have occurred on the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or before endorsements reflecting the Pre-IPO Commitment Termination Datesame) in favor of Bank; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender CIT to make its the initial Credit Extension hereunder (whether such Credit Extension shall consist of the making of a Loan or assistance to the Borrower in establishing or opening Letters of Credit) is subject to the satisfaction on or before the date thereof of each of the following conditions, in addition to the conditions precedentset forth in Section 8.02: (a) The Administrative Agent’s receipt on Borrower shall have received an equity contribution of at least $8,000,000 in cash from the IPO Closing Date, in form Parent and substance reasonably satisfactory the proceeds of such contribution shall have been credited to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing DateLoan Account. (b) On and as of the IPO Closing Date, Administrative Agent CIT shall have received copies (reviewed the Plan of Reorganization and all material agreements and documents executed or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously be executed and/or delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrowerin connection therewith. (c) Any material amendment to any financial statementsCIT shall have received a certified copy of the Confirmation Order, projections such order shall have been duly and properly entered, shall be in full force and effect, shall not have been reversed, stayed, modified or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statementamended, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agentfinal. (d) There The Plan of Reorganization shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or become effective in the aggregate, to have a Material Adverse Effectaccordance with its terms. (e) Any fees, including any arrangement fees, agency fees CIT shall have reviewed to its satisfaction (i) the corporate and upfront fees, and any expenses capital structure of the Arrangers Parent, the Borrower and Administrative Agentthe other direct and indirect Subsidiaries of the Parent, (ii) the identity of each beneficial owner (as defined in each caseRule 13d-3 promulgated under the Securities Exchange Act of 1934, as agreed in writing by amended), as of a date no later than 30 days prior to the Closing Date, of five percent (5%) or more of the voting securities of the Parent and (iii) the composition of the Board of Directors of the Parent and the Borrower and the audit committee of the Parent and of the Borrower, required to be paid on or before the IPO Closing Date shall have been paidif relevant. (f) The Borrower shall have paid all feesexecuted and delivered to CIT this Agreement, charges the Note, the Factoring Agreement, each of the Factoring Documents and disbursements the Security Agreement, and each other Related Agreement to which the Borrower is a party, each of counsel to which shall be dated the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Obligors, other than the Borrower, shall have executed and delivered to CIT the Guaranties, Stock Pledge Agreement, the Trademark Agreement, and each other Related Agreement to which any of the Obligors is a party, each of which shall be dated the Closing Date Date. (h) The Borrower shall have paid to CIT all fees when due and other amounts due and payable to CIT when due, including, but not limited to, amounts due under Section 2.08 and Section 12.06 hereof and under the Commitment Letter. The Borrower shall have paid to CIT's legal counsel all reasonable fees and other out-of-pocket disbursements paid or incurred by such counsel, all such disbursements to be itemized in reasonable detail. (i) CIT shall have received certificates satisfactory in form and substance to it from the Obligors, signed by the Designated Officer of the Parent, certifying as to (i) true copies of Obligors' charter and by-laws, (ii) true copies of all corporate action taken by the Obligors relative to the Related Documents and the transactions contemplated thereby (which shall designate one or more Designated Officers), (iii) the true signatures and incumbency of the Designated Officers, and (iv) such other matters as CIT may reasonably request. (j) CIT shall have received a certified copy of the initial Borrowing Base Certificate described in Section 4.04(a) hereof in form and substance reasonably satisfactory to CIT. (k) The liens and security interests in favor of CIT pursuant hereto shall be valid and perfected first priority Liens prior to all other Liens in or on the Collateral intended to be subject thereto, except for such Permitted Liens which have priority by operation of law. (l) CIT shall have received from Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Obligors, a favorable opinion in form and substance reasonably satisfactory to CIT and its counsel, and shall also have received from local Florida, New Jersey and Pennsylvania counsel to the Borrower a favorable opinion in form and substance reasonably satisfactory to CIT and its counsel. (m) CIT shall have received certified copies of requests for copies or information on Form UCC-11 or reports, listing all effective UCC financing statements, tax liens and judgment liens in each of the jurisdictions listed on Schedule 8.01 hereto, which name as debtor the Borrower, and each other Obligor as CIT may determine, together with copies of such financing statements, none of which shall cover any of the Collateral. (n) No event or condition shall have occurred which has had, or is reasonably likely to have, a Material Adverse Effect, and there shall not have occurred a substantial impairment of the financial markets generally, which in the reasonable opinion of CIT, has materially and adversely affected the transactions contemplated by the Agreement and the Related Documents. (o) CIT shall have received a copy of each of the License Agreements as in effect on the date hereof and on the date of the initial Credit Extension, certified as a true and correct copy thereof by the Designated Officer of the Parent, together with (i) a certification by the Borrower that each such License Agreement remains in full force and effect and that the parties thereto are not in breach thereof and there are no defaults thereunder, (ii) a letter agreement substantially in the form of Exhibit F-1 hereto, executed in favor of CIT by ▇▇▇▇▇▇- ▇▇▇▇ Corporation, as licensee, and (iii) a letter agreement substantially in the form of Exhibit F-2 hereto, executed in favor of CIT by the Trademark Affiliate. (p) CIT shall have received an assignment of, and shall have obtained dominion and control over, the existing depository accounts, blocked accounts and lockbox accounts of the Borrower. (q) The Borrower shall have furnished CIT, and CIT shall have reviewed to its satisfaction, the schedules of cash receipts and cash disbursements related to the projections referred to in Section 7.06(b). (r) All legal proceedings in connection with the transactions contemplated by this Agreement and the other Related Documents shall be reasonably satisfactory to CIT and its counsel and CIT shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to CIT, as CIT may from time to time request. (s) There shall be no pending or threatened litigation, proceeding, or other action seeking an injunction or other restraining order, damages or other relief with respect to this Agreement, any of the transactions contemplated to occur hereunder or the Borrower's business activities, and CIT shall have received a written, executed release from the Parent and its Affiliates of and from (i) any and all damage, loss or liability (collectively "Loss") arising on or before the Pre-IPO Commitment Termination DateClosing Date and (ii) all causes of action, suits or proceedings, threatened or pending, in respect of any Loss. (t) CIT shall have received a certificate of the chief financial officer of the Borrower, attesting that, on a pro forma basis assuming the consummation of the Plan of Reorganization and the other transactions contemplated by this Agreement, both before and after such consummation, and after giving effect to the payment of all fees and expenses payable in connection herewith and therewith and the making of the initial Loan under this Agreement, the Borrower shall have Availability of not less than $5 million (as evidenced by the certified copy of the Borrowing Base Certificate required to be delivered on the Closing Date pursuant to Section 8.01(j)) and neither the Borrower nor the Parent shall (i) be insolvent or rendered insolvent, (ii) be left with an unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as such debts mature. (u) CIT shall have received and reviewed to its satisfaction (i) the audited financial statements for ▇▇▇▇▇▇ ▇▇▇ DIP for the fiscal year ended December 28, 1996, (ii) unaudited financial statements for ▇▇▇▇▇▇ ▇▇▇ DIP for each month since the end of said fiscal year, through and including the month immediately preceding the month during which the consummation of the transactions contemplated by this Agreement occurs and (iii) a pro forma opening balance sheet of the Parent, on a consolidated and consolidating basis with its Subsidiaries (giving effect to the Plan of Reorganization, and the transactions contemplated to occur under this Agreement), which balance sheet and accompanying notes, if any, shall not have disclosed thereon any liability or obligation of the Parent or any of its Subsidiaries, other than the Borrower, for which the Borrower may be liable. Each of the financial statements referred to in clauses (ii) and (iii) of the preceding sentence shall have been certified by the chief financial officer of the Parent. After review of the foregoing, CIT must be reasonably satisfied that (i) the financial condition of the Parent and the Borrower does not differ in any material adverse respect from the condition evidenced by the financial information provided to CIT prior to the date hereof and (ii) the Borrower will be able to comply with the financial covenants as set forth in this Agreement. (v) CIT shall have received and reviewed to its satisfaction evidence (in the form of certified copies of all applicable policies) of insurance coverage in amount and scope, and the Borrower's insurance carriers shall have delivered endorsements in form and substance, reasonably satisfactory to CIT (i) naming CIT as loss payee with respect to all casualty coverages and containing other customary loss payable provisions and (ii) naming CIT as additional insured for all general liability coverages. (w) The Borrower and Sassco Partners Ltd., a Delaware corporation, shall have entered into the Sassco Reimbursement Agreement and CIT shall have received and reviewed to its satisfaction a true and correct copy thereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original Loan Documents to which Borrower or any of its Subsdiaries is a party; (b) to the extent required under Section 6.6, duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower certified by the Secretary of State of Borrower’s receipt on state of organization and each state in which Borrower is qualified to conduct business, each good standing certificate to be dated no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) the Perfection Certificate for Borrower; (f) the Annual Projections, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Lenders; (bg) On duly executed original officer’s certificate for Borrower, in a form reasonably acceptable to Collateral Agent and as of the IPO Closing Date, Administrative Lenders; (h) Collateral Agent shall have received copies certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by such written evidence (including any UCC termination statements) as Collateral Agent requests that the Liens indicated in any such financing statements either constitute Permitted Liens or electronic access to copies pursuant to have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s website or ▇▇▇▇▇leased locations; (j) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (ck) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements duly executed legal opinion of counsel to Borrower dated as of the Administrative Agent to the extent invoiced prior to or on the IPO Closing Effective Date.; (gl) The IPO Closing Date shall have occurred on evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or before endorsements in favor of Collateral Agent, for the Pre-IPO Commitment Termination Dateratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, each duly executed by Borrower; (b) duly executed original Control Agreements in form and substance reasonably satisfactory to the Administrative Collateral Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term Loan Commitment Percentage; (d) There shall not have occurred during the period from Operating Documents and good standing certificates of Borrower certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and including each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the a completed Perfection Certificate for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall have paid all feesthe Annual Projections, charges and disbursements of counsel to for the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.current calendar year; (g) The IPO Closing Date duly executed corporate borrowing certificate for Borrower in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Agent shall have received, in form and substance satisfactory to Agent, such documents, and completion of the following conditions precedentsuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed original signatures to the completed Borrowing Resolutions for Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.; (d) There shall not have occurred during duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Warrants; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses duly executed original signatures to that certain First Amendment to the Senior Loan Agreement dated as of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.date hereof; (f) The Borrower shall have paid all feesduly executed original signatures to a Subordination Agreement by and among SVB, charges in its capacity as Agent and disbursements a Lender hereunder, SVB in its capacity as lender under the Senior Loan Agreement and ORIX dated as of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.date hereof; (g) The IPO Closing Date duly executed original signatures to the Intercreditor Agreement by and among SVB and ORIX, and acknowledged by Borrower, dated as of the date hereof; (h) duly executed original signatures to that certain First Amendment to the Senior Loan Agreement dated as of the date hereof; (i) certified copies, dated as of a recent date, of financing statement searches, as Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (j) an updated Perfection Certificate of Borrower, together with the Pre-IPO Commitment Termination Dateduly executed original signatures thereto; (k) evidence satisfactory to Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Agent (or endorsements reflecting the same) in favor of Agent; and (l) payment of the fees and Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder a Term A Loan is subject to satisfaction the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which Borrower is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On duly executed original signatures to Control Agreements with each domestic financial institution with which Borrower maintains bank and/or securities accounts; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and each state in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) the Perfection Certificate for Borrower and each Subsidiary of Borrower; (f) duly executed original signatures to an officer’s certificate for Borrower, Administrative in a form acceptable to Collateral Agent; (g) Collateral Agent shall have received copies certified copies, dated as of a recent date, of such financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or electronic access to copies pursuant to have been or, in connection with the initial Credit Extension, will be terminated or released; (h) a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s website or ▇▇▇▇▇leased locations; (i) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (j) a legal opinion of Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer counsel dated as of the Borrower.Effective Date together with the duly executed original signatures thereto; (ck) Any material amendment a payoff letter from Lighthouse in respect of the Existing Indebtedness; (l) evidence that (i) the Liens securing Indebtedness owed by Borrower to Lighthouse will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financial statementsfinancing statements and/or control agreements, projections have or forecasts contained will, concurrently with the initial Credit Extension, be terminated; (m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the Registration Statement, or any other material amendment to ratable benefit of the Borrower’s operations, business, assets, properties, liabilities Lenders; and (actual or contingentn) or condition (financial or otherwise) payment of the fees and Lenders’ Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.[omitted]; (c) Any material amendment to any financial statements, projections or forecasts contained in Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities State of Washington as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There Borrower shall not have occurred during delivered duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date Borrower shall have been paid.delivered the Subordination Agreement duly executed by IsoTis S.A. in favor of Bank; (f) The [omitted]; (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) Borrower shall have delivered the Perfection Certificate(s) executed by Borrower; (i) [omitted]; (j) Borrower shall have delivered the duly executed original signatures to the Guaranty, together with the completed Borrowing Resolutions for Guarantor; (k) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (l) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentthe Loan Documents; (b) the SVB Control Agreement; (c) Borrower’s receipt on Operating Documents and a long form good standing certificate of Borrower certified by the IPO Closing Secretary of State of the State of Delaware, as of a date no earlier than thirty (30) days prior to the Effective Date; (d) the completed and executed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) evidence that (i) the Liens of ▇▇▇▇▇ Fargo Bank, National Association have been terminated and (ii) the documents and filings evidencing such Liens, including, without limitation, any financing statements and/or control agreements, have been terminated, including, without limitation, an acknowledgement copy of a filed termination authorized by ▇▇▇▇▇ Fargo Bank, National Association of that certain UCC financing statement filing no. 20112441387 made with the Delaware Secretary of State; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a legal opinion of Borrower’s counsel (authority/enforceability), in form and substance reasonably satisfactory acceptable to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying Bank; (i) evidence satisfactory to Bank that the conditions specified insurance policies required by Section 6.4 of this Agreement are in Sections 4.03(a) full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation notice to Bank (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially including certificates on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇ 25 and ▇) of any amendments ▇▇▇▇ 28 forms and endorsements to the Registration Statement filed with policies reflecting the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy same); (j) payment of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer fees and Bank Expenses then due as specified in Section 2.10 of the this Agreement; and (k) Certificate of Good Standing/Foreign Qualification (Massachusetts) for Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Lenders’ obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that the Agent shall have received, with a copy to each Lender, in form and substance satisfactory to the Agent, such documents, and completion of such other matters, as the following conditions precedentAgent or any Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original signatures to the Loan Documents to which Borrower is a party; (b) duly executed original signatures to the Warrants in favor of each Lender; (c) duly executed original signatures to the Control Agreements with respect to each of Borrower’s receipt on Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts, including Borrower’s accounts at Silicon Valley Bank, UBS Securities and CSFirstBoston; (d) Operating Documents and a good standing certificate of each of Borrower and AlgoRx Pharmaceuticals, Inc., in each case certified by the IPO Closing Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) Certificates of foreign qualification for each of Borrower and AlgoRx Pharmaceuticals, Inc., in each case certified by the Secretary of State (or similar Governmental Authority) of any jurisdiction in which such Person is qualified to conduct business, as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signatures to the completed Authorizing Resolutions for each of Borrower and AlgoRx Pharmaceuticals, Inc.; (g) certified copies, dated as of a recent date, of financing statement searches, as the Agent or any Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements referenced in such searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be, terminated or released; (h) the fully completed Perfection Certificate, together with the duly executed original signature of Borrower thereto; (i) duly executed Landlord Waivers and/or Bailee Letters for each property at which Collateral having a value of Two Hundred Fifty Thousand Dollars ($250,000) or greater is located; (j) duly executed original signatures of AlgoRx Pharmaceuticals, Inc. to a Guaranty and to a Guarantor Security Agreement; (k) a legal opinion of Borrower’s counsel, addressed to the Agent and the Lenders, dated as of the Effective Date, in form together with the duly executed original signature thereto; (l) a copy of Borrower’s executed Investors’ Rights Agreement and substance reasonably any amendments thereto; (m) evidence satisfactory to the Administrative AgentAgent that the insurance policies required by Section 6.5 hereof are in full force and effect, a certificate signed by a Responsible Officer together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of the Borrower certifying Agent; (n) a payoff letter from General Electric Capital Corporation (“GE”); (o) evidence that (i) that the conditions specified in Sections 4.03(a) Liens securing the Indebtedness owed by Borrower to GE will be terminated and (b) have been satisfied, (ii) that there has been no event the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or circumstance since will, concurrently with the Closing Date that has had initial Credit Extension, be terminated; (p) a duly executed Right to Invest Letter; and (q) payment of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof; (r) each document (including any UCC-1 financing statements) required by the Loan Documents or could under Law or reasonably requested by the Agent or any Lender to be reasonably expected filed, registered or recorded in order to havecreate in favor of the Agent, either individually or in for its benefit and the aggregatebenefit of the Lenders, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially perfected Lien on the terms set forth Collateral described therein, prior and superior in right to any other Lien, which shall be in proper form for filing, registration or recordation; (s) There exists no material pending or threatened Proceeding against Borrower or any of its Affiliates or their respective assets in any court or administrative forum; and (t) A certificate from the Registration Statement, (iv) an attached pro forma consolidated balance sheet Chief Financial Officer of the Borrower as at the last day of the most recent fiscal quarter of the attesting that Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, is solvent before and after giving effect to the consummation initial funding of the Borrower’s initial public offering Credit Extensions (and the initial drawing hereunder, (v) calculation application of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(bproceeds thereof), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or Control Agreement with ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus ▇ Fargo Bank with respect to its initial public offering, all certified by a Responsible Officer of Borrower’s account maintained with ▇▇▇▇▇ Fargo Bank ending 489 (last three digits) (the Borrower.“▇▇▇▇▇ Fargo Account”); (c) Any material amendment the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, conduct business, assets, properties, liabilities each as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the period from execution and delivery of this Agreement and the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, other Loan Documents to have which it is a Material Adverse Effect.party; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed original signature to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.a payoff letter from Visium; (g) The IPO Closing evidence that (i) the Liens securing Indebtedness owed by Borrower to Visium will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date shall have occurred on together with the duly executed original signature thereto; (k) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; (l) with respect to the Pre-IPO Commitment Termination Dateinitial Advance, the completion of the Initial Audit; (m) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (n) payment of the fees and Bank Expenses then due as specified in Section 2.6 hereof.

Conditions Precedent to Initial Credit Extension. The obligation Subject to the terms of the L/C Issuer Post Closing Letter, each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original Loan Documents to the Administrative Agent, which Borrower is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower certified by the Secretary of State of Borrower’s state of organization and each state in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) the Perfection Certificate for Borrower; (f) the Annual Projections, Administrative for the current calendar year; (g) duly executed original officer’s certificate for Borrower, in a form acceptable to Collateral Agent and Lenders; (h) Collateral Agent shall have received copies certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or electronic access have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a subordination agreement from each holder of Subordinated Debt, including but not limited to copies pursuant to the Wellcome Trust Limited; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s website or ▇▇▇▇▇leased locations; (k) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.any applicable registration rights agreement or investors’ rights agreement and any amendments thereto; (cl) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements duly executed legal opinion of counsel to Borrower dated as of the Administrative Agent to the extent invoiced prior to or on the IPO Closing Effective Date.; (gm) The IPO Closing Date shall have occurred on evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or before endorsements in favor of Collateral Agent, for the Pre-IPO Commitment Termination Dateratable benefit of the Lenders; and (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Advance Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrowers shall have delivered duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On Borrowers shall have delivered the Operating Documents of each Borrower and the Operating Documents of Parent and good standing certificates of each Borrower and of Parent certified by the Secretary of States of Delaware and Minnesota as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment Borrowers shall have delivered duly executed original signatures to any financial statements, projections or forecasts contained in the Registration Statement, or any (i) completed Borrowing Resolutions for each Borrower and (ii) completed Guaranty Resolutions for each Guarantor (other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.than Borrowers); (d) There Bank shall not have occurred during received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the period from Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Closing Date through and including the IPO Closing Date any event initial Credit Extension, will be terminated or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.released; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date Borrowers shall have been paid.delivered Perfection Certificates executed by each Borrower and Parent, the substance of which shall be acceptable to Bank in its discretion; (f) The Borrower Borrowers shall have paid all feesdelivered a legal opinion of Borrower’s, charges Parent’s, and disbursements Guarantor’s counsel dated as of counsel to the Administrative Agent to Effective Date together with the extent invoiced prior to or on the IPO Closing Date.duly executed original signatures thereto; (g) The IPO Closing Date Borrowers shall have occurred on delivered to Bank (i) a cross-guaranty by each Borrower of the obligations of the others and (ii) guaranties and security agreements from Parent and all of Parent’s Domestic Subsidiaries (excluding Borrowers), and Bank shall have a first-priority perfected security interest in the collateral of Parent and all such Domestic Subsidiaries, subject to permitted liens, all satisfactory to Bank; (h) Borrowers shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or before endorsements in favor of Bank; (i) Borrowers shall have paid the Pre-IPO Commitment Termination Datefees and Bank Expenses then due as specified in Section 2.4 hereof; and (j) Bank has approved in writing, in its discretion, all schedules which Borrowers’ are permitted or required to deliver to Bank prior to the initial Credit Extension under the terms of this Agreement.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent Borrower shall have received copies (or electronic access to copies pursuant delivered duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreements; (c) Any material amendment to any financial statementsEach Borrower shall have delivered its Operating Documents and a good standing certificate of such Borrower certified by the Secretary of State (or equivalent) of the applicable state or jurisdiction of incorporation or organization of such Borrower, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities dated as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There Borrower shall not have occurred during delivered duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for each Borrower; (e) Any feesBorrower shall have delivered a Subordination Agreement duly executed by any holder of Subordinated Debt, including any arrangement feesif any, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agentas required by Bank, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.favor of Bank; (f) The Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) Borrower shall have delivered the Perfection Certificate(s) executed by each Borrower; (h) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower as required by Bank, in favor of Bank; (i) Borrower shall have delivered a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (j) Borrower shall have delivered a legal opinion of Borrower’s counsel as to authority and enforceability, dated as of the Effective Date together with the duly executed original signatures thereto; (k) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (l) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Borrowers shall consent to or have delivered, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original signatures to the Loan Documents to which it is a party; (b) duly executed original signatures to the Parent’s receipt Warrant; (c) duly executed original signatures to the Control Agreements; (d) for each Borrower and Guarantor their Operating Documents and certified good standing certificates from each jurisdiction in which a Borrower or Guarantor transacts business as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for each Borrower and Guarantor; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be, terminated or released; (g) the Perfection Certificates executed by each Borrower and Guarantor; (h) duly executed bailee agreements in favor of Bank; (i) a legal opinion of Borrowers’ Cayman Island counsel dated on or before the IPO Closing Datedate of the initial Credit Extension together with the duly executed original signatures thereto; (j) the duly executed original signatures to the Guaranty; (k) evidence satisfactory to Bank that (i) the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank and (ii) Credit Insurance Policies are in effect; (l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; (m) any Credit Insurance Policies required to be in effect; (n) certified copies of each Borrower’s register of mortgages and charges; (o) a share charge agreement in form and substance reasonably satisfactory to the Administrative AgentBank, executed by SPIL and charging to Bank a certificate signed by a Responsible Officer security interest in 100% of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or issued shares in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet capital of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.SPIL China; (bp) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory share charge agreement in form and substance satisfactory to Administrative Agent.Bank, executed by Parent and charging to Bank a security interest in 100% of the issued shares in the capital of SPIL; (dq) There shall not have occurred during the period executed Officer’s Certificates from the Closing Date through each Borrower and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or Guarantor in the aggregate, to have a Material Adverse Effect.form attached hereto as Exhibit E; and (er) Any fees, including any arrangement fees, agency payment of the fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, Bank Expenses then due as specified in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidSection 2.4 hereof. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Securities Account Control Agreement for Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.securities account maintained at SVB Securities; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed original signatures to the BorrowerControl Agreement for Guarantor’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.securities account maintained at Ameritrade; (d) There shall not have occurred during Borrower’s Operating Documents and a good standing certificate of Borrower certified by the period from Secretary of State of the Closing Date through and including State of Nevada as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing Date shall have occurred on the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) the duly executed original signatures to the Guaranty; (i) a copy of its Investors’ Rights Agreement and any amendments thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or before endorsements reflecting the Pre-IPO Commitment Termination Datesame) in favor of Bank; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, copies of the following conditions precedentsuch executed documents (unless delivery of a particular original is specified), and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentthe Loan Documents; (b) duly executed original signatures to the Warrant; (c) if there have been any amendments to the Operating Documents of any Borrower since December 18, 2017, the Operating Documents of such Borrower from such Borrower’s receipt on jurisdiction of organization, formation or continuance (as the IPO Closing case may be), and each jurisdiction in which such Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) for each Borrower, an officer’s or secretary’s certificate with respect to Borrower’s articles, by-laws, incumbency, specimen signatures and board (and shareholder, if required) resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which Borrower is a party; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may reasonably request, accompanied by written evidence (including, without limitation, any UCC termination statements, PPSA termination statements or PPSA confirmations/estoppels, as applicable) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) the Perfection Certificate of each Borrower; (g) a legal opinion of Borrowers’ Canadian legal counsel dated as of the Effective Date in form and substance reasonably satisfactory acceptable to the Administrative Agent, a certificate signed by a Responsible Officer Bank; and (h) payment of the Borrower certifying (i) that the conditions all fees and Bank Expenses then due as specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date2.3 hereof. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Lender’s obligation of the L/C Issuer and each Lender to make its initial the Initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Datecondition precedent that Lender shall have received, in form and substance reasonably satisfactory to Lender, such documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement and the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and other Loan Documents; (b) have been satisfiedduly executed signatures to the Warrants, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected together with a capitalization table and copies of Borrower’s equity documents, including without limitation, documents related to have, either individually or in the aggregate, a Material Adverse EffectBorrower’s Series C financing; (iiic) that Borrower’s Operating Documents and long-form good standing certificates certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower has consummated its initial public offeringis qualified to conduct business, substantially on the terms set forth in the Registration Statement, each as of a date no earlier than ten (iv10) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower days prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation Effective Date; (d) a secretary’s certificate of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositionssuch Borrower’s Operating Documents, acquisitionsincumbency, consolidations or mergers as described in specimen signatures and resolutions authorizing the proviso of the first sentence of (execution and subject to the delivery of information with respect thereto as required pursuant this Agreement and the other Loan Documents to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and which it is a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. party; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid. ; (f) The Borrower shall have paid all feescertified copies of financing statement searches dated within the last thirty (30) days, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. as Lender may request, accompanied by written evidence (including any UCC termination statements) that any Liens indicated in any such financing statements constitute Permitted Liens; (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.Perfection Certificate of Borrower, together with the duly executed signature thereto; (h) a landlord’s consent in favor of Lender for each of Borrower’s leased locations containing Collateral having a value in excess of Fifty Thousand Dollars ($50,000), by the respective landlord thereof, together with the duly executed original signatures thereto; (i)

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent Borrower shall have received copies (or electronic access to copies pursuant delivered duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreements; (c) Any material amendment to any financial statementsBorrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of California (Creative Concepts Holding, projections or forecasts contained in Inc. and Creative Concepts Software, Inc.) and the Registration StatementState of Connecticut (Sentinel Business Systems, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwiseInc.) as described in the Registration Statement, and any agreements described in Section 7.08(cof a date no earlier than thirty (30) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There Borrower shall not have occurred during delivered duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date Borrower shall have been paid.delivered a Payment Agreement from Comerica Bank; (f) The Borrower shall have paid all feesdelivered evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, charges and disbursements of counsel to including without limitation any financing statements and/or control agreements, have or will, concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Dateinitial Credit Extension, be terminated. (g) The IPO Closing Date Bank shall have occurred on received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or before have been or, in connection with the Pre-IPO Commitment Termination Dateinitial Credit Extension, will be terminated or released; (h) Borrower shall have delivered the Perfection Certificate(s) executed by Borrower and Guarantor; (i) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (j) Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Datecondition precedent that Bank shall have received, in form and substance reasonably satisfactory to the Administrative AgentBank, a certificate signed by a Responsible Officer such documents, and completion of the Borrower certifying such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (ia) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior duly executed original signatures to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On the Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware (or equivalent agency) and each other state in which Borrower is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment a secretary’s corporate borrowing certificate of each of IDG and IDC with respect to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the such Borrower’s operationsOperating Documents, businessincumbency, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in specimen signatures and resolutions authorizing the Registration Statement, execution and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with delivery of this Agreement and the SEC after the Closing Date and prior other Loan Documents to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.which it is a party; (d) There shall not have occurred during a limited liability company borrowing certificate of IDLLC with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the period from execution and delivery of this Agreement and the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, other Loan Documents to have which it is a Material Adverse Effect.party; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in completed Borrowing Resolutions for each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination DatePerfection Certificate of each Borrower, together with the duly executed original signatures thereto; (h) the completion of the Initial Audit; (i) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts); and (j) payment of the fees and Bank Expenses then due as specified in Section 2.6 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On duly executed signatures to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant 30) days prior to the Effective Date; (d) duly executed signatures to the completed Borrowing Resolutions for Borrower; (e) duly executed signature to a payoff letter from Midcap Financial Trust; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Midcap Financial Trust will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) duly executed signature to a payoff letter from Qiagen North American Holdings, Inc.; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (j) a landlord’s consent in favor of Bank for Borrower’s website or leased locations at (i) ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and (ii) of any amendments to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ by the Registration Statement filed respective landlords thereof, together with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.duly executed original signatures thereto; (ck) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior same would be required pursuant to or on the IPO Closing Date.provisions of Section 7.2, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (gl) The IPO Closing Date shall have occurred on evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; and (m) payment of the Pre-IPO Commitment Termination Datefees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender Bank to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentcondition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) The Administrative Agentthis Agreement; (b) an officer’s receipt on certificate of Borrower with respect to incumbency and resolutions authorizing the IPO Closing Dateexecution and delivery of this Agreement; (c) a financing statement (Form UCC-1); (d) an intellectual property security agreement for MGAM Systems, Inc.; (e) an intellectual property security agreement for MegaBingo, Inc.; (f) an intellectual property security agreement for Multimedia Games, Inc.; (g) agreement to provide insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements; (l) a lock-box agreement executed by Borrower and Bank, containing terms reasonably acceptable to Bank, pursuant to which all account debtors are required to make payment of any Accounts to an account maintained with Bank and pursuant to which Bank may apply such amounts in such account to Obligations at any time during the existence of any Event of Default; (m) originals of all agreements of the Borrower with any users or operators of gaming devices or other equipment, to the extent such agreements constitute chattel paper, including without limitation all agreements giving rise to any Eligible Accounts to the extent such agreements constitute chattel paper; (n) an opinion of counsel for Borrower, opining that Borrower’s Real Time Bingo game constitutes a “class II gaming” device under the Indian Gaming Regulatory Act, and otherwise in form and substance reasonably satisfactory acceptable to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying Bank; and (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (Ao) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations other documents or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b)certificates, and (vi) calculation completion of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statementsuch other matters, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the BorrowerBank may reasonably deem necessary or appropriate. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may have reasonably requested, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.duly executed Loan Documents; (b) On and duly executed Control Agreements as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified required by a Responsible Officer of the Borrower.Bank; (c) Any material amendment to any financial statements, projections or forecasts contained in (i) the Registration Statement, or any other material amendment to the Operating Documents of each Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c(ii) attached as exhibits thereto(A) good standing certificates of each Borrower certified by the Secretary of State of the State of Delaware, filed with (B) a good standing/foreign qualification certificate of Parent certified by the SEC after Secretary of State of the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront feesCommonwealth of Massachusetts, and any expenses (C) good standing/foreign qualification certificates of Icon and EyePoint US certified by the Arrangers Secretary of State (or equivalent agency) of each other jurisdiction in which Icon and Administrative Agent, EyePoint US are qualified to conduct business; in each case, as agreed in writing of a date no earlier than 30 days prior to the Effective Date; (d) certificate duly executed by the a Responsible Officer or secretary of each Borrower with respect to Borrower, required to be paid on or before the IPO Closing Date shall have been paid.’s (i) Operating Documents and (ii) Borrowing Resolutions; (e) duly executed payoff letter from CRG Servicing LLC (“CRG”); (f) The evidence that (i) the Liens securing Indebtedness owed by Borrower shall to CRG; will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have paid all feesor will, charges and disbursements of counsel to concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.initial Credit Extension, be terminated; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of searches for financing statement filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (h) duly executed Perfection Certificate of each Borrower; (i) duly executed signature to the Pre-IPO Commitment Termination Stock Pledge Agreement; (j) a legal opinion of Borrower’s counsel dated as of the Effective Date; (k) evidence satisfactory to Bank that the insurance policies required by Section 5.8 hereof are in full force and effect; and (l) payment of the fees and Bank Expenses then due as specified in Section 1.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On the Warrant; (c) the SVB Control Agreement any Control Agreement(s) required by Bank; (d) Borrower’s Operating Documents and a long form good standing certificate of each Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) GigOptix Guarantor’s Operating Documents and a long form good standing certificate of GigOptix Guarantor certified by the Secretary of State of the State of Idaho, as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the completed and executed Borrowing Resolutions for each Borrower and GigOptix Guarantor; (g) a payoff letter from Capital IP; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Capital IP will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) completed exhibits to the IP Agreement and copies of searches with the United States Patent and Trademark Office and the United States Copyright Office for each Borrower; (j) completed exhibits to the IP Agreement (as defined in the GigOptix Security Agreement) and copies of searches with the United States Patent and Trademark Office and the United States Copyright Office for GigOptix Guarantor; (k) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (l) the Perfection Certificates of Borrower and GigOptix Guarantor, together with the duly executed original signatures thereto; (m) a legal opinion of Borrower’s and GigOptix Guarantor’s counsel (authority and enforceability) dated as of the IPO Closing DateEffective Date together with the duly executed original signature thereto; (n) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, Administrative Agent shall have received copies together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation notice to Bank (or electronic access to copies pursuant to the Borrower’s website or including certificates on ▇▇▇▇▇ 25 and ▇) of any amendments ▇▇▇▇ 28 forms and endorsements to the Registration Statement filed with policies reflecting the SEC after same); (o) evidence satisfactory to Bank that the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy insurance policies required by Section 3.4 of the Borrower’s prospectus GigOptix Security Agreement are in full force and effect, together with respect appropriate evidence showing lender loss payable and additional insured clauses and cancellation notice to its initial public offering, all certified by a Responsible Officer Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms reflecting the same); (p) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto2.10 of this Agreement, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.not already paid;

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and (except for that certain New York good standing certificate to be delivered in accordance with Section 6.14) each jurisdiction in which Borrower is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment a secretary’s certificate of Synacor with respect to any financial statementssuch Synacor’s Operating Documents, projections or forecasts contained in incumbency, specimen signatures and resolutions authorizing the Registration Statement, or any execution and delivery of this Agreement and the other material amendment Loan Documents to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.which it is a party; (d) There shall not have occurred during a limited liability company borrowing certificate of each of NTV and Sync with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the period from execution and delivery of this Agreement and the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, other Loan Documents to have which it is a Material Adverse Effect.party; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in completed Borrowing Resolutions for each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have paid all feesbeen or, charges and disbursements of counsel to in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension, will be terminated or on the IPO Closing Date.released; (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination DatePerfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) Intellectual Property search results and completed exhibits to the IP Agreement; (i) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; (j) the completion of the Initial Audit; (k) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (l) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on Borrower shall have delivered duly executed original signatures to the IPO Closing Loan Documents to which it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreements; (c) Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the applicable state of incorporation of Borrower, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered certified copies of the completed Borrowing Resolutions for Borrower; (e) duly executed payoff letter from Stonehenge Capital Fund New York, LLC (“Prior Lender”), evidencing repayment in full of all obligations owed to Prior Lender; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Prior Lender will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in form connection with the initial Credit Extension, will be terminated or released; (h) Borrower shall have delivered the Perfection Certificates executed by Borrower; (i) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower’s locations in Houston, Texas and substance reasonably ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in favor of Bank, and shall use commercially reasonable efforts to obtain a landlord’s consent within thirty (30) days of the Effective Date from each landlord of Borrower’s locations in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and Conshohocken, Pennsylvania; (j) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (k) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; (l) evidence satisfactory to the Administrative AgentBank that, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent recently-ended fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative AgentEffective Date, after giving effect to the consummation Borrower had consolidated EBITDA, measured on a trailing twelve-month basis, of the Borrower’s initial public offering and the initial drawing hereunder, not less than Four Million Dollars (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b$4,000,000), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (bm) On and as of the IPO Closing Date, Administrative Agent Borrower shall have received copies (delivered evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) endorsements in favor of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Bank; and (cn) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Lenders’ obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Lenders shall have received, in form and substance satisfactory to Lenders, such documents, and completion of the following conditions precedentsuch other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On a duly executed original signature to the Warrant to be issued to Oxford and a duly executed original signature to the Warrant to be issued to Bank; (c) duly executed original signatures to the Control Agreements, if any; (d) their Operating Documents and a good standing certificate of each Borrower and of Guarantor certified by the Secretary of State of the States of Delaware (with respect to Parent) and California (with respect to Borrowers and Guarantor) as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant 30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, Guarantor, Milverton and API (one set for each Lender); (f) the certificate(s) for the Shares, together with stock powers, duly executed in blank by the applicable Borrower; (g) duly executed copies of the Milverton Organizational Documents and the API Organizational Documents; (h) certified copies, dated as of a recent date, of financing statement searches, as Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) landlord’s website or consents for each of Borrowers’ leased properties executed in favor of Collateral Agent, for the ratable benefit of the Lenders, provided, however, that no landlord consent shall be required for Borrowers’ leased properties located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ so long as Borrowers have vacated such properties no later than April 1, 2009; (j) a legal opinion of any amendments to Borrowers’ and Guarantor’s counsel dated as of the Registration Statement filed Effective Date together with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and duly executed original signatures thereto; (k) two Perfection Certificate(s) executed by Parent (one for each Lender); (l) a duly executed copy of the Borrower’s prospectus Payoff Letter; (m) evidence satisfactory to Lenders that the insurance policies required by Section 6.7 hereof are in full force and effect, together with respect to its initial public offering, all certified by a Responsible Officer appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of each Lender; and (n) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Lenders’ Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.this Agreement; (b) On and duly executed original signatures to the Warrant dated as of the IPO Closing Effective Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment to any financial statements, projections the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or forecasts contained in the Registration Statement, or any other material amendment to the equivalent agency) of Borrower’s operations, and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, assets, properties, liabilities each as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feescertified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and UCC termination statements) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have paid all feesthe Perfection Certificate of Borrower, charges and disbursements of counsel to together with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.duly executed original signature thereto; (g) The IPO Closing Date shall have occurred on a copy of Borrower’s Registration Rights Agreement/Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; and (i) payment of the Pre-IPO Commitment Termination Datefees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent Borrower shall have received copies (or electronic access to copies pursuant delivered duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreement; (c) Any material amendment to any financial statements, projections or forecasts contained in Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities State of Delaware and the Secretary of State of the State of California as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There Borrower shall not have occurred during delivered duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feesBank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and UCC termination statements) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have delivered the Perfection Certificate executed by Borrower; (g) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.6 evidence satisfactory to Bank that the insurance policies required by Section 6.6 are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (h) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.5. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s receipt on Operating Documents and a good standing certificate of Borrower certified by the IPO Closing Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signatures thereto; (g) a landlord’s consent in favor of Bank for ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ by the respective landlord thereof, together with the duly executed original signatures thereto; [other locations TBD] (h) a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (i) a legal opinion of Borrower’s counsel, in form and substance reasonably satisfactory acceptable to the Administrative AgentBank, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfiedits reasonable discretion, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio dated as of the IPO Closing Date.Effective Date together with the duly executed original signature thereto; (bj) On stock certificates, together with stock powers executed in blank, for each ownership interest pledged to Bank by NMT in the Pledge Agreement; (k) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and as effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (l) payment of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, fees and Bank Expenses then due as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.4 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Datecondition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank: (a) Loan Documents executed by Borrower and General Partner; (b) Operating Documents of Borrower and General Partner and good standing certificates of Borrower and General Partner certified by the Administrative AgentSecretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower and/or General Partner is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a certificate signed executed by a Responsible Officer of the General Partner with respect to, for each of Borrower certifying and General Partner, (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfiedOperating Documents, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; incumbency and (iii) resolutions authorizing the execution and delivery of this Agreement, the Loan Documents, and all transactions related thereto; (d) the form of Subscription Agreement together with the signature page of each Subscription Agreement setting forth the correct legal name and Capital Commitment of each Partner; (e) copies of any Side Letter; (f) certified copies, dated within forty-five (45) days of the Effective Date, of searches for financing statements filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Borrower has consummated its initial public offering, substantially on the terms set forth Liens indicated in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials any such financing statements either constitute Permitted Liens or have been delivered to the Administrative Agentor, after giving effect to the consummation of the Borrower’s initial public offering and in connection with the initial drawing hereunderCredit Extension, will be terminated or released; (vg) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior filings satisfactory to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent Bank with respect to Dispositionsthe Collateral, acquisitions, consolidations together with written evidence satisfactory to Bank that the same have been filed (or mergers as described submitted for filing) in the proviso appropriate public filing office(s) to perfect and/or protect Bank’s first priority security interest in the Collateral; (h) an executed Federal Reserve Form U-1 (Regulation U); (i) a legal opinion of the first sentence of (Borrower’s and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio General Partner’s counsel dated as of the IPO Closing Effective Date.; (bj) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory bank statements in form and substance satisfactory to Administrative Agent.Bank in its sole discretion evidencing Borrower’s receipt of Capital Contributions from the most recent Capital Call made to the Partners; (dk) There shall not have occurred during a payoff letter, duly executed by, inter alios, Borrower and Sumitomo Mitsui Banking Corporation, in form and substance reasonably satisfactory to Bank evidencing that certain Revolving Credit Agreement dated as of December 28, 2018, among, inter alios, Borrower, General Partner and Sumitomo Mitsui Banking Corporation, has been, or concurrently on the period from the Closing Effective Date through is being, terminated and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.all outstanding obligations thereunder repaid; and (el) Any fees, including any arrangement fees, agency payment of the fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, Bank Expenses then due as specified in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidSection 1.3 hereof. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Warrant; (c) Any material amendment to any financial statements, projections or forecasts contained in its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities State of Minnesota as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.Limited Guaranties; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed original signatures to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.Standby Purchase Agreement; (g) The IPO Closing Date duly executed original signatures to a subordination agreement by Maverick (the “Maverick Subordination Agreement”), in favor of Bank and acceptable to Bank in its sole discretion, and consented to by Borrower, whereby Maverick subordinates the repayment of, and any liens securing, any indebtedness of Borrower that may be purchased pursuant to the Standby Purchase Agreement, and agrees not to exercise any of its rights or remedies in connection therewith for a period of time acceptable to Bank; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) the Pre-IPO Commitment Termination DatePerfection Certificate(s) executed by Borrower; (j) duly executed original signatures to a subordination agreement from each of the Guarantors whom are providing a Limited Guaranty (the “Guarantor Subordination Agreements”), in favor of Bank and acceptable to Bank in its sole discretion, and consented to by Borrower, whereby such Guarantors subordinate any rights of reimbursement, subrogation, indemnity or any other rights against Borrower that arise in connection with any payment or performance by such Guarantors under the Limited Guaranties, and agree not to exercise any rights or remedies in connection therewith for a period of time acceptable to Bank; (k) a copy of its Investor’s Rights Agreement and any amendments thereto; (l) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof; (m) the Initial Projections, which shall be acceptable to Bank in its discretion; (n) evidence that Borrower has received the UBS Loan; and (o) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Datecondition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to the Administrative AgentLoan Documents (which may be photocopies, a certificate signed by a Responsible Officer provided that originals shall be delivered to Bank within two (2) Business Days of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(bEffective Date), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s and each Guarantors’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Guarantor is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment certified copies of the Borrowing Resolutions for Borrower (which may be photocopies, provided that originals shall be delivered to Bank within two (2) Business Days of the Effective Date); (d) a payoff letter from PJC Capital LLC; (e) evidence satisfactory to Bank that all Indebtedness owed by Borrower under that certain Export-Import Bank Loan and Security Agreement dated as of March 31, 2011 has been repaid in full concurrently with the initial Credit Extension; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any financial UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, projections in connection with the initial Credit Extension, will be terminated or forecasts contained in released; (g) the Registration Statement, or any other material amendment to the duly executed Perfection Certificates of Borrower and Guarantor; (h) a legal opinion of Borrower’s operationsand Guarantor’s counsel, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance acceptable to Administrative Agent.Bank in its reasonable discretion, dated as of the Effective Date (which may be photocopies, provided that originals shall be delivered to Bank within two (2) Business Days of the Effective Date); (di) There the duly executed signatures to a Secretary’s Certificate for Borrower and Guarantor (which may be photocopies, provided that originals shall not have occurred during be delivered to Bank within two (2) Business Days of the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date); (ej) Any feesevidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, including any arrangement fees, agency together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting same) in favor of Bank; and (k) payment of the fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, Bank Expenses then due as specified in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidSection 2.5 hereof. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower, each Subsidiary of Borrower and substance reasonably satisfactory to the Administrative Agenteach Guarantor, as applicable, that is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Party; (b) On duly executed Warrants, together with a capitalization table and as copies of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the BorrowerIrish Parent’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.equity documents; (c) Any material amendment duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower (save for Iterum International’s Deposit Accounts maintained with financial statementsinstitutions in Ireland, projections or forecasts contained in the Registration Statement, or any other material amendment respect of which Iterum International shall deliver notices of assignment in a form agreed with Collateral Agent to the Borrower’s operationsrelevant bank or financial institution on the Effective Date), business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in each Subsidiary of Borrower that is a Loan Party and each Guarantor to the Registration Statementextent Control Agreements are recognized under local laws, and any agreements described if not recognized then each Guarantor shall deliver notices of assignment in Section 7.08(c) attached as exhibits thereto, filed a form agreed with the SEC after the Closing Date and prior Collateral Agent to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.relevant bank or financial institution on the Effective Date; (d) There shall not have occurred during the period from certificate(s) for the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expectedShares, either individually or together with stock transfer forms, duly executed in the aggregate, to have a Material Adverse Effect.blank; (e) Any feesthe Operating Documents and good standing certificates or letter of good standing (as appropriate) of Borrower and each Subsidiary of Borrower that is a Loan Party and each Guarantor certified by the Secretary of State (or equivalent agency) of Borrower’s, including any arrangement feessuch Subsidiary’s and such Guarantor’s jurisdiction of incorporation, agency fees organization or formation (to the extent that such concept exists in such jurisdiction) and upfront feeseach jurisdiction in which Borrower, each Subsidiary of Borrower that is a Loan Party and any expenses of the Arrangers and Administrative Agent, each Guarantor qualified to conduct business (in each casejurisdiction where such qualification is required), each as agreed in writing by of a date no earlier than thirty (30) days prior to the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.Effective Date; (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.Irish Debenture duly executed; (g) The IPO Closing Date duly signed/executed copies of all notices and deliverables (including but not limited to stock transfer forms, dividend mandates and letters of authority) required under the Irish Debenture; (h) a completed Perfection Certificate for Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor; (i) the Annual Projections, for the current calendar year; (j) duly executed original officer’s certificate for Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (k) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred been or, in connection with the initial Credit Extension, will be terminated or released; (l) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower, any Subsidiary of Borrower that is a Loan Party or any Guarantor maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the United States (except for contract manufacturers and clinical sites identified on the Perfection Certificates to the extent that any such contract manufacturer and clinical site maintains Collateral having a book value in the aggregate not in excess of Five Hundred Thousand Dollars ($500,000.00) per location) and, to the extent Collateral Agent deems appropriate, outside the United States; (m) a duly executed legal opinion of counsel to Borrower, each Subsidiary of Borrower that is a Loan Party and each Guarantor dated as of the Effective Date; (n) a copy of any applicable Registration Rights Agreement or before Investors’ Rights Agreement and any amendments thereto; (o) up to date searches against each of (i) Irish Parent and (ii) Iterum International in the Pre-IPO Commitment Termination DateCRO and High Court Central Office in Ireland and all other appropriate registries or public offices and searches from the High Court register of petitions for liquidations and bankruptcy together with explanations satisfactory to Collateral Agent of all acts appearing thereon; and (p) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant a duly executed original signature to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Warrant; (c) Any material amendment duly executed original signatures to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Control Agreements; (d) There shall not have occurred during the period from Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s and including such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens, or have paid all feesbeen, charges and disbursements of counsel to or in connection with the Administrative Agent to the extent invoiced prior to initial Credit Extension will be, terminated or on the IPO Closing Date.released; (g) The IPO Closing Date shall have occurred on the Perfection Certificate executed by Borrower; (h) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a copy of any applicable Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses (or before endorsements reflecting the Pre-IPO Commitment Termination Datesame) in favor of Bank; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of the L/C Issuer such other matters, as Collateral Agent and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentmay reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On duly executed original signatures to the Control Agreement(s); (c) duly executed original Promissory Notes; (d) its Operating Documents and good standing certificates (or equivalents) of Borrower certified by the Secretary of State of the State of Washington (and such other states and/or jurisdictions in which Borrower is qualified to do and or doing business, if any) as of a date no earlier than thirty (30) days prior to the IPO Closing Date, Administrative Agent shall have received copies ; (or electronic access to copies pursuant e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) a legal opinion of Borrower’s website or ▇▇▇▇▇) counsel, addressed to Lender, dated as of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed together with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.duly executed original signatures thereto; (g) The IPO Closing Date certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (h) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations, except the Pre-IPO Commitment Termination DateExcluded Location; (i) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral (excluding Clinical Testing Assets) having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (j) the Perfection Certificate executed by Borrower; (k) a payoff letter in respect of the Existing Indebtedness; (l) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (m) the Vulcan Subordination Agreement, duly executed by each of the parties thereto; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Agent shall have received, in form and substance satisfactory to Agent and the Lenders, such documents, and completion of the following conditions precedentsuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as duly executed signatures to a Warrant to Purchase Common Stock issued by Borrower in favor of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration StatementSVB, as amended through the IPO Closing DateLender, not previously delivered prior to the IPO Closing Date, and together with a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.capitalization table; (c) Any material amendment duly executed signatures to any financial statementsa Warrant to Purchase Common Stock issued by Borrower in favor of SVB Capital, projections or forecasts contained in the Registration Statementas Lender, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed together with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.a capitalization table; (d) There shall not have occurred during the period from Operating Documents and long-form good standing certificates of Borrower certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and including each jurisdiction in which Borrower is qualified to conduct business and has a material presence or conducts a material portion of its business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any feesa secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, including any arrangement feesincumbency, agency fees specimen signatures and upfront feesresolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party (it being understood and agreed that the secretary’s certificate comprising part of the Borrowing Resolutions of Borrower shall be deemed to constitute the secretary’s certificate required by this clause (e), and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to that no additional secretary’s certificate shall be paid on or before the IPO Closing Date shall have been paid.required) ; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed signatures to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.completed Borrowing Resolutions for Borrower; (g) The IPO Closing Date shall duly executed signatures to the completed Payment/Advance Form in connection with the Term A Loan Advance; (h) duly executed signatures to the completed Disbursement Letter in connection with the Term A Loan Advance; (i) certified copies, dated as of a recent date, of Lien searches (including without limitation, UCC searches), as Agent may request, accompanied by written evidence (including any UCC termination statements and other Lien releases) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension hereunder, will be terminated or before released; (j) a Securities Accounts Control Agreement covering Borrower’s account at U.S. Bank, N.A. in favor of Agent; (k) the Pre-IPO Commitment Termination Perfection Certificate of Borrower, together with the duly executed signatures thereto; (l) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date, together with the duly executed signature thereto; (m) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect with respect to Borrower, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Agent; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentcondition precedent that Lender shall have received, in form and substance satisfactory to Lender, the following: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.this Agreement; (b) On and as of a collateral disclosure list duly executed by Borrower (the IPO Closing Date, Administrative Agent “Collateral Disclosure List”) which shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus contain such information with respect to its initial public offering, all Borrower’s business and real and personal property as Lender may require and shall be certified by a Responsible Officer of Borrower, all in the Borrower.form provided to Borrower by Lender; (c) Any material amendment a certificate of the secretary of Borrower with respect to any financial statements, projections or forecasts contained in incumbency and resolutions authorizing the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, execution and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.delivery of this Agreement; (d) There shall not have occurred during the period from operating documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.UCC National Form Financing Statement; (f) The Borrower shall have paid all fees, charges payment of the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.Lender Expenses then due specified in Section 2.5 hereof; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of financing statement searches, as Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Advance, will be terminated or before released; (h) current financial statements of Borrower for the Pre-IPO Commitment Termination Datequarter ended September 30, 2020; (i) duly executed original signature to a payoff letter from the holder of the Refinanced Note; (j) an initial Borrowing Base Certificate for the three (3) months ended November 30, 2020; and (k) such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder the Term Loan is subject to satisfaction of the conditions precedent that it receive the following conditions precedentagreements, documents, fees and other evidence it requires relating to the transactions contemplated hereby: (a) The Administrative Agentthis Agreement; (b) a negative pledge agreement regarding the Intellectual Property assets of Borrower, in form acceptable to Bank; (c) a certificate of the Secretary of Borrower with respect to the incumbency and corporate resolutions authorizing the execution and delivery of the Loan Documents; (d) securities account control agreement relating to Bank on Bank’s receipt on standard form; (e) if applicable, deposit account control agreements with all third party deposit institutions of Borrower, in form acceptable to Bank; (f) the IPO Closing DateUnited States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) administering the bankruptcy case of seller of the Vaniqa Sale Assets shall have entered an order, in form and substance reasonably satisfactory to Bank, providing relief from the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms automatic stay set forth in 11 U.S.C. §362 and otherwise to authorize the Registration Statement, (iv) an attached pro forma consolidated balance sheet proposed sale under all other applicable bankruptcy law requirements so as to allow the sale of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior Vaniqa Sale Assets to occur pursuant to the IPO Closing Date for Vaniqa Asset Purchase Agreement, and such order shall be final and non-appealable; (g) Borrower and all applicable seller parties have entered into, and have provided to Bank a certified copy of, the Vaniqa Asset Purchase Agreement, which quarterly financials have been delivered shall, in any event, be acceptable to the Administrative AgentBank as determined in its good faith business judgment and shall reflect a net minimum purchase price of $25,000,000, after giving effect and all conditions to the consummation of the Borrower’s initial public offering transactions set forth therein have been satisfied other than for the funding of the Term Loan hereunder and, further, the parties thereto have given irrevocable instructions to consummate the Vaniqa Acquisition upon the making of the Term Loan; (h) evidence of insurance and loss payable endorsement in form acceptable to Bank and all in compliance with the terms and conditions of this Agreement and the initial drawing hereunder, other Loan Documents; (vi) calculation UCC financing statements naming the Borrower as debtor pertaining to the Collateral; (j) a legal opinion in favor of Consolidated EBITDA for Bank from counsel to the four fiscal quarter period ending Borrower in form reasonably acceptable to the last day Bank; (k) payment of the most recent fiscal quarter fees and Bank Expenses due as of the closing of this Agreement; (l) the completed Payment/Advance Form regarding the Term Loan; (m) Borrower has received net proceeds from an equity financing transaction after, June 30, 2004 in the minimum amount of $11,500,000 and Borrower has provided evidence thereof to Bank; (n) Borrower has delivered to Bank a warrant to purchase stock to purchase 125,523 shares of Series D Preferred stock of the Borrower prior at an initial exercise price of $2.39 per share and otherwise containing such terms and conditions as are acceptable to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with Bank; and (Al) such pro forma adjustments other documents, agreements and instruments, and completion of such other matters, as Bank may be approved by Administrative Agent with respect deem necessary or appropriate in order to Dispositions, acquisitions, consolidations or mergers as described in effectuate the proviso terms and conditions of the first sentence Loan Documents. Further, and without limitation of the foregoing, the Term Loan may not be extended unless (and subject to the delivery of information with respect thereto as required pursuant to the second sentence ofi) the definition representations and warranties in Section 5 are materially true on the date of “Consolidated EBITDA” the Payment/Advance Form and on the date of the making of the Term Loan and (Bii) any New Cavern EBITDA Adjustments no Default or Material Project EBITDA Adjustments as Event of Default may have occurred and be approved by Administrative Agent pursuant to (and subject to continuing, or otherwise result from the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation Credit Extension or otherwise arise upon the consummation of the Consolidated Leverage Ratio as Vaniqa Acquisition. The making of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent Term Loan shall have received copies (or electronic access be deemed to copies pursuant to the be Borrower’s website or ▇▇▇▇▇) representation and warranty on that date that the representations and warranties of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, Section 5 remain materially true and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrowercorrect. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Lenders’ obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Administrative Agent shall have received (who will forward the same to each Lender), in form and substance satisfactory to Administrative Agent, such documents, and completion of the following conditions precedentsuch other matters, as Administrative Agent or any Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The duly executed original signatures to this Agreement; (b) a duly executed original signature to the Warrant to be issued to each of Oxford and Bank, receipt of which hereby is acknowledged by Lenders; (c) duly executed original signatures to the Notes in favor of Oxford and Bank; (d) duly executed original signatures to the Control Agreement, receipt of which hereby is acknowledged by Lenders; (e) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the States of Delaware and California as of a date no earlier than thirty (30) days prior to the duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Administrative AgentAgent or any Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Credit Extension, will be terminated or released; (g) two (2) Perfection Certificate(s) executed by Borrower, receipt of which hereby is acknowledged by Lenders; (h) a legal opinion of Borrower’s receipt on counsel, addressed to the IPO Closing Lenders, dated as of the Effective Date, together with the duly executed original signatures thereto, receipt of which hereby is acknowledged by Lenders; (i) a copy of Borrower’s executed Investors’ Rights Agreement and any amendments thereto, receipt of which hereby is acknowledged by Lenders; (j) insurance policies and/or endorsements required pursuant to Section 6.5 hereof, receipt of which hereby is acknowledged by Lenders; (k) payment of the fees and Lenders Expenses then due as specified in form and substance Section 2.4 hereof; (l) each document (including any UCC-1 financing statements) required by the Loan Documents or under Law or reasonably satisfactory requested by the Administrative Agent or any Lender to be filed, registered or recorded in order to create in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (subject only to Permitted Liens that may have superior priority to Administrative Agent’s Lien as permitted under this Agreement), which shall be in proper form for filing, registration or recordation; (m) there exists no material pending or threatened Proceeding against the Borrower or any of its Affiliates or respective assets in any court or administrative forum; (n) a certificate signed by a Responsible from the Chief Financial Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) attesting that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, is solvent before and after giving effect to the consummation funding of the Borrower’s initial public offering Credit Extensions (and the initial drawing hereunderapplication of proceeds thereof); (o) timely receipt by the Administrative Agent (who will forward the same to each Lender), of an executed Payment/Advance Form, Disbursement Letter and Transaction Report; (p) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form, the Disbursement Letter and the Transaction Report, and on the Funding Date of each Credit Extension; 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, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension; (q) after giving effect to each such Credit Extension, the total outstanding Growth Capital Advance shall not exceed the Growth Capital Loan Commitment and the total outstanding Revolving Advances shall not exceed the Availability Amount; (r) duly executed copies of the Effective Date Subordinated Debt Documents, receipt of which hereby is acknowledged by Lenders; (s) evidence of the receipt by Borrower of the Effective Date Subordinated Debt, receipt of which hereby is acknowledged by Lenders; (t) the Effective Date Subordination Agreement, receipt of which hereby is acknowledged by Lenders; (u) duly executed original signatures to the Post Closing Letter; and (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have each Lender has determined in such Lender’s sole discretion, that there has not been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse EffectChange. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant Duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreement[s]; (c) Any material amendment to any financial statements, projections or forecasts contained in Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities State of Delaware as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There shall not have occurred during Duly executed original signatures to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feesBank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and UCC termination statements) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (g) Duly executed original signatures to the guaranty and security agreement (together with the completed Borrowing Resolution) for Guarantor; (h) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (i) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative AgentLoan Documents; (b) duly executed signatures to the Control Agreements, if any; (c) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a certificate signed by date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed signatures to the completed Borrowing Resolutions for Borrower; (e) duly executed signature to a Responsible Officer payoff letter from each of the Borrower certifying Fifth Third Bank and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Inc. (each a “Prior Lender”); (f) evidence that (i) that the conditions specified in Sections 4.03(a) Liens securing Indebtedness owed by Borrower to each Prior Lender will be terminated and (b) have been satisfied, (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that there has the Liens indicated in any such financing statements either constitute Permitted Liens or have been no event or, in connection with the initial Credit Extension, will be terminated or circumstance since released; (h) the Closing Date that has had or could be reasonably expected to havePerfection Certificate of Borrower, either individually or together with the duly executed signature thereto; (i) a landlord’s consent in the aggregatefavor of Bank for each of (i) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a Material Adverse Effect▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (ii) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (iii) that the Borrower has consummated its initial public offering▇▇▇▇ ▇▇▇▇ ▇▇▇▇, substantially on the terms set forth in the Registration Statement▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (iv) ▇ ▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (v) ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed signatures thereto; (j) a bailee’s waiver in favor of Bank for (i) CDW Data Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) Windstream (Paetec) Data Center, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and (iii) each location where Borrower maintains property with a third party with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000), by each such third party, together with the respective duly executed signatures thereto; (k) an attached pro forma consolidated balance sheet officer’s certificate certifying that, as of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative AgentEffective Date, after giving effect to the consummation funding of the Term Loan and any Advances under the Revolving Line, that Borrower has a Senior Leverage Ratio equal to or less than 2.00:1.00; (l) a legal opinion of Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio counsel dated as of the IPO Closing Date.Effective Date together with the duly executed signature thereto; (bm) On evidence satisfactory to Bank that the insurance policies and as endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (n) payment of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, fees and Bank Expenses then due as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.4 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying party (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the including delivery of information with respect thereto any and all Collateral required to be delivered under the Loan Documents in order to perfect and preserve Bank’s priority in such Collateral, such as required pursuant to the second sentence of) the definition stock certificates and promissory notes in favor of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(bBorrower, each executed in blank), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On and as of the IPO Closing Date, Administrative Agent Borrower shall have received copies (or electronic access to copies pursuant delivered duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, Control Agreement[s] by all certified by a Responsible Officer of the Borrower.parties thereto; (c) Any material amendment to any financial statementsBorrower shall have delivered its Operating Documents and current certificates of valid existence (or foreign qualification, projections or forecasts contained in as applicable) of Borrower certified by the Registration StatementSecretary of State of the States of Oregon, or any other material amendment to the Borrower’s operationsCalifornia, businessColorado, assetsConnecticut, propertiesFlorida, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration StatementIllinois, Iowa, Massachusetts, Michigan, New Hampshire, North Carolina, Ohio, Pennsylvania and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Texas; (d) There Borrower shall not have occurred during delivered duly executed original signatures of its Secretary or Assistant Secretary to the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.completed Borrowing Resolutions for Borrower; (e) Any feesBank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and UCC termination statements) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have delivered the Perfection Certificate executed by Borrower; (g) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (h) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (i) Borrower shall have delivered evidence that (i) the Liens securing Indebtedness owed by Borrower to UBS and any other secured party evidenced in the lien searches to the extent such Lien is not a Permitted Lien will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and (j) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank's obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant Duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Control Agreement[s]; (c) Any material amendment to any financial statements, projections or forecasts contained in Spire shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Registration Statement, or any other material amendment to Secretary of State of the Borrower’s operations, business, assets, properties, liabilities Commonwealth of Massachusetts as of a date no earlier than thirty (actual or contingent30) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and days prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Effective Date; (d) There Bandwidth shall not have occurred during delivered its Operating Documents and a good standing certificate of Borrower certified by the period from Secretary of State of the Closing Date through and including State of Delaware as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of Duly executed original signatures to the Arrangers and Administrative Agent, in completed Borrowing Resolutions for each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) Borrower shall have delivered a landlord's consent executed in favor of Bank; (h) Borrower shall have delivered a legal opinion of Borrower's counsel dated as of the Effective Date together with the duly executed original signatures thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (j) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.3 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer delivery of the Borrower certifying (i) that the Mezzanine Loan Agreement and satisfactory completion of all conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.precedent thereto; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Loan Documents; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed original signatures to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Control Agreements; (d) There shall not have occurred during the period from Operating Documents and long-form good standing certificates of Borrower certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and including each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of duly executed original signatures to the Arrangers and Administrative Agent, in each case, as agreed in writing by the completed Borrowing Resolutions for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower duly executed original signature to a payoff letter from Comerica Bank, N.A., together with evidence satisfactory to Bank that all Indebtedness owed to Comerica Bank, N.A. shall have been paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.in full; (g) The IPO Closing evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank, N.A. will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (j) a legal opinion of Borrower’s counsel dated as of the Effective Date shall have occurred on together with the duly executed original signature thereto; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; and (l) payment of the Pre-IPO Commitment Termination Datefees and Bank Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Subject to the Post Closing Letter, each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received (or otherwise waived receipt of in writing), in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form each duly executed by Borrower and substance reasonably satisfactory to the Administrative Agenteach Subsidiary, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On duly executed original signatures to the Debentures and as the translation of the IPO Closing Date, Administrative Agent shall have received copies Debentures to Hebrew (or electronic access to copies pursuant to the Borrower’s website or together with ▇▇▇▇▇ ▇▇▇▇▇▇’s stamp), duly executed original notices to the Israeli Registrar of Companies for the registration of the Debentures and original confirmation of such translation’s compatibility to the English original, as required for the registration of the Debentures; (c) the certificate(s) for the Shares, to the extent certificated, together with Assignment(s) Separate from Certificate, duly executed in blank; (d) the Operating Documents and good standing certificates (where applicable) of any amendments Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation, to the Registration Statement filed with extent available; (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the SEC after Annual Projections, for the Closing Date, any exhibits current calendar year; (g) duly executed original officer’s certificate for Borrower that is a party to the Registration StatementLoan Documents; (h) certified copies, dated as amended through the IPO Closing Date, not previously delivered of date no earlier than thirty (30) days prior to the IPO Closing Effective Date, of financing statement and other lien filing searches and a copy of a search of the Israel Companies Registrar, as Collateral Agent shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a Book Value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) a duly executed legal opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel to Borrower dated as of the Effective Date and a legal opinion of ▇▇▇▇▇▇▇ Behar Chen Weil & Co., Israeli counsel to ▇▇▇▇▇ ▇▇▇▇▇▇ dated as of the Effective Date; (k) a legal opinion (authority and enforceability) of Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer Israeli counsel dated as of the Borrower.Effective Date, together with the duly executed original signature thereto; (cl) Any material amendment evidence satisfactory to any financial statementsCollateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, projections together with appropriate evidence showing loss payable and/or additional insured clauses or forecasts contained endorsements in favor of Collateral Agent, for the Registration Statementratable benefit of the Lenders; (m) evidence satisfactory to Collateral Agent that all filings required to have been made pursuant to the Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of Collateral Agent on the Charged Property, and all other actions required to have been taken by Borrower or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and party prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date initial Credit Extension shall have been paid.taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the Debentures and the other Loan Documents and that a first-ranking Liens have been registered in favor of the Collateral Agent pursuant to the Debentures; and (fn) The Borrower shall have paid all fees, charges payment of the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateLenders’ Expenses then due as specified in Section 2.5 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may request, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.duly executed Loan Agreement; (b) On the Operating Documents of Borrower and as (i) a long-form good standing certificate of Borrower certified by the Secretary of State of the IPO Closing Date, Administrative Agent shall have received copies State of Delaware and (ii) good standing/foreign qualification certificates certified by the Secretary of State (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇equivalent agency) of any amendments each other jurisdiction in which Borrower is qualified to conduct business and the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy failure of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained so qualified in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described such jurisdiction would reasonably result in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative AgentChange, in each case, as agreed of a date no earlier than thirty (30) days prior to the Effective Date; (c) certificate duly executed by a Responsible Officer or secretary of Borrower with respect to ▇▇▇▇▇▇▇▇’s (i) Operating Documents, (ii) good standing certificates, (iii) Borrowing Resolutions and (iv) incumbency; (d) certified copies, dated as of a recent date, of searches for financing statements filed in writing by the central filing office of the State of Delaware against Borrower, required accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements constitute Permitted Liens; (e) evidence satisfactory to be paid on or before the IPO Closing Date Bank that (i) that certain Amended and Restated Loan and Security Agreement, dated as of January 29, 2021, between Borrower and Silicon Valley Bank, has been terminated and all amounts thereunder shall have been paid.paid in full, and (ii) all Liens granted in connection therewith have been terminated; (f) The Borrower shall have paid all fees, charges and disbursements duly executed Perfection Certificate of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.Borrower; (g) The IPO Closing Date shall have occurred on evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Bank; and (h) payment of the Pre-IPO Commitment Termination Datefees and Bank Expenses then due as specified in Section 2.7(a) and (d) hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder a Term Loan is subject to satisfaction the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, Loan Documents to which Borrower is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On duly executed original signatures to Control Agreements with each financial institution with which Borrower maintains Collateral Accounts (other than in respect of the Comerica Letter of Credit Account and the Existing Comerica Account); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents of Borrower and good standing certificates of Borrower certified by the Secretary of State of the State of Delaware, California and each state in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) the Perfection Certificate for Borrower; (f) duly executed original signatures to an officer’s certificate for Borrower, Administrative in a form acceptable to Collateral Agent; (g) Collateral Agent shall have received copies certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or electronic access to copies pursuant to have been or, in connection with the initial Credit Extension, will be terminated or released; (h) a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s website or ▇▇▇▇▇leased locations other than (i) the Carmel Mountain Facility and the (ii) Vista Sorrento Facility; (i) a legal opinion of any amendments to Borrower’s counsel dated as of the Registration Statement filed Effective Date together with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and duly executed original signatures thereto; (j) a copy payoff letter from Comerica in respect of the Borrower’s prospectus Existing Indebtedness; (k) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with respect the initial Credit Extension, be terminated; (l) evidence satisfactory to its initial public offeringCollateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, all certified by a Responsible Officer together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Borrower.Lenders; (cm) Any material amendment to any financial statementsthe ATM Agreement, projections or forecasts contained in duly executed by Borrower and Citadel; and (n) payment of the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Lenders’ Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed each duly executed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a completed Perfection Certificate for Borrower; (f) the Annual Projections, for the current calendar year; (g) duly executed original officer’s certificate for Borrower in the form attached hereto as Exhibit E; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s leased locations where Borrower maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Borrower dated as of the IPO Closing Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, Administrative Agent shall have received copies together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (or electronic access to copies pursuant to m) evidence that (i) the Borrower’s website or UCC-1 financing statement in favor of ▇▇▇▇▇▇ Fargo Bank has been terminated and (ii) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy Securities Account Control Agreement referenced in such UCC-1 financing statement has been terminated; and (n) payment of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Lenders’ Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed each duly executed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus duly executed original Control Agreements with respect to its initial public offering, all certified any Collateral Accounts maintained by a Responsible Officer of the Borrower.; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term A Loan Commitment Percentage; (d) There shall not have occurred during the period Swiss Share Pledge Documents; (e) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (f) the Closing Date through Operating Documents and including good standing certificates or equivalent of Borrower and Pulmonx Switzerland certified by the IPO Closing Date any event Secretary of State (or condition that has had equivalent agency) of Borrower’s and Pulmonx Switzerland’s jurisdiction of organization or could formation and each jurisdiction in which Borrower and Pulmonx Switzerland is qualified to conduct business, where the failure to be in good standing would reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect. Change, each as of a date no earlier than thirty (e30) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel days prior to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Effective Date.; (g) The IPO Closing Date a completed Perfection Certificate for Borrower and each of its Subsidiaries; (h) the annual projections, for the current calendar year; (i) duly executed original officer’s certificate for Borrower, in a form acceptable to Collateral Agent and the Lenders; (j) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (k) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased locations where either (i) Borrower maintains Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) or (ii) Borrower’s Books are housed; (l) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (m) a duly executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Agent shall have received, in form and substance satisfactory to Agent and the Lenders, such documents, and completion of the following conditions precedentsuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed signatures to the Warrant, together with a capitalization table of Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed signatures to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Control Agreements; (d) There shall not have occurred during the period from Operating Documents and long-form good standing certificates of Borrower certified by the Closing Date through Secretary of State (or equivalent agency) of Delaware and including each other state in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any feesa secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, including any arrangement feesincumbency, agency fees specimen signatures and upfront fees, resolutions authorizing the execution and any expenses delivery of this Agreement and the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required other Loan Documents to be paid on or before the IPO Closing Date shall have been paid.which it is a party; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed signatures to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.completed Borrowing Resolutions for Borrower; (g) The IPO Closing a subordination agreement by Puissance Life Science Opportunities Fund VI in favor of Agent and the Lenders, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (h) a subordination agreement by Amplity, Inc. in favor of Agent and the Lenders, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (i) certified copies, dated as of a recent date, of financing statement searches, as Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) the Perfection Certificate of Borrower, together with the duly executed signatures thereto; (k) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date shall have occurred on together with the duly executed signature thereto; (l) evidence satisfactory to the Lenders and Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or before endorsements in favor of Agent; and (m) payment of the Pre-IPO Commitment Termination Datefees and Lenders’ Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender Bank to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Datecondition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the Administrative Agent, a certificate signed by a Responsible Officer following (it is understood and agreed that certain of these items were previously delivered in connection with the Borrower certifying Original Agreement): (ia) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.this Agreement; (b) On and as an officer’s certificate of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus Borrower with respect to its initial public offering, all certified by a Responsible Officer incumbency and resolutions authorizing the execution and delivery of the Borrower.this Agreement; (c) Any material amendment a financing statement (Form UCC-1); (d) an Unconditional Guaranty executed by each of the Guarantors; (e) an Affirmation and Amendment of Guaranty to be executed by Guarantors; (f) an officer’s certificate of each of the Guarantors with respect to incumbency and resolutions authorizing the execution and delivery of the Affirmation and Amendment of Guaranty and other related loan documents; (g) LIBOR Addendum to Amended and Restated Loan and Security Agreement; (h) an Amended and Restated intellectual property security agreement for MGAM Systems, Inc.; (i) an Amended and Restated intellectual property security agreement for MegaBingo, Inc.; (j) an Amended and Restated intellectual property security agreement for Multimedia Games, Inc.; (k) agreement to provide insurance; (l) payment of the fees and Bank Expenses then due specified in Section 2.5; (m) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (n) an audit of the Collateral, the results of which shall be satisfactory to Bank; (o) current financial statements; (p) a lock-box agreement executed by Borrower and Bank, containing terms reasonably acceptable to Bank, pursuant to which all account debtors are required to make payment of any Accounts to an account maintained with Bank and pursuant to which Bank may apply such amounts in such account to Obligations at any time during the existence of any Event of Default; (q) originals of all agreements of the Borrower with any users or operators of gaming devices or other equipment, to the extent such agreements constitute chattel paper, including without limitation all agreements giving rise to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment Eligible Accounts to the extent such agreements constitute chattel paper; (r) an opinion of counsel for Borrower, opining that Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in Real Time Bingo game constitutes a “class II gaming” device under the Registration StatementIndian Gaming Regulatory Act, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory otherwise in form and substance reasonably acceptable to Administrative Agent.Bank; and (ds) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event such other documents or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront feescertificates, and any expenses completion of the Arrangers and Administrative Agent, in each casesuch other matters, as agreed in writing by the Borrower, required to be paid on Bank may reasonably deem necessary or before the IPO Closing Date shall have been paidappropriate. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On duly executed original signatures to the Control Agreements, if any; (c) [reserved]; (d) [reserved]; (e) the Operating Documents and long-form good standing certificates (or equivalent) of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant 30) days prior to the Effective Date; (f) [reserved]; (g) duly executed original signatures to the completed Borrowing Resolutions for Borrower’s website or ; (h) the Subordination Agreement by Z▇▇▇ ▇. ▇▇▇▇▇) ▇▇▇ in favor of any amendments to the Registration Statement filed Bank, together with the SEC after duly executed original signatures thereto; (i) evidence that (i) the Closing DateLiens securing Indebtedness owed by Borrower to any third party will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any exhibits financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (j) certified copies, dated as of a recent date, of financing statement searches and UK Companies House register searches as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (k) the consolidated Perfection Certificate of Borrower, together with the duly executed original signature thereto; (l) a landlord’s consent in favor of Bank for (i) 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and (ii) 8 ▇▇▇▇▇▇, ▇▇▇▇▇ 100, Irvine, California 92618, each by the respective landlord thereof, together with the duly executed original signatures thereto; (m) [reserved]; (n) [reserved]; (o) [reserved]; (p) evidence satisfactory to Bank that the Registration Statementinsurance policies and endorsements required by Section 6.7 hereof are in full force and effect, as amended through together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (q) the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy completion of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer Initial Audit; and (r) payment of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term A Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, and Warrants in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer respect of the Term A Loan, each duly executed by Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfiedeach Subsidiary, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.applicable; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its initial public offering, all certified by a Responsible Officer of the Borrower.domestic Subsidiaries; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term A Loan Commitment Percentage; (d) There shall not have occurred during the period original certificate(s) for the Shares, together with Assignment(s) Separate from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expectedCertificate, either individually or duly executed in the aggregate, to have a Material Adverse Effect.blank; (e) Any fees, including any arrangement fees, agency fees the Operating Documents and upfront fees, good standing certificates of Borrower and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing its domestic Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, required each as of a date no earlier than thirty (30) days prior to be paid on or before the IPO Closing Date shall have been paid.Effective Date; (f) The a completed Perfection Certificate for Borrower shall have paid all fees, charges and disbursements each of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.its Subsidiaries; (g) The IPO Closing Date the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations in California; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) an executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (m) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (n) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof; and (o) completed SBA Forms 480, 652 and 1031 and the SBIC Side Letter.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender Lenders’ agreement to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Lenders shall have received, in form and substance satisfactory to Lenders, such documents and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitation, the following conditions precedentfollowing: (a) The Administrative Agentthis Agreement duly executed by each party hereto; (b) the Operating Documents of Borrower and good standing certificates of Borrower certified by the Secretary of State of Borrower’s receipt on the IPO Closing Datestate of organization and each state in which Borrower is qualified to conduct business, in form and substance reasonably satisfactory each as of a date no earlier than thirty (30) days prior to the Administrative Agent, Effective Date; (c) a certificate signed by a Responsible Officer of the Secretary of Borrower certifying with respect to articles, by-laws, incumbency and resolutions authorizing the execution and delivery of this Agreement; (d) Perfection Certificate by Borrower, together with the duly executed original signature thereto; (e) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches with respect to Borrower, as Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements constitute Permitted Liens; (f) new Control Agreements covering each of Borrower’s deposit accounts and securities accounts; (g) an amendment to the DDN bailee agreement reflecting Borrower’s current address, duly executed by DDN; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (i) that the conditions specified in Sections 4.03(a) a copy of Borrower’s Investors’ Rights Agreement and (b) Voting Agreement and any amendments thereto, which Lenders acknowledge have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the provided by Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Effective Date.; (bj) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all feesdelivered evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, charges and disbursements together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of counsel Collateral Agent; (k) duly executed original signature to the Administrative Agent Oxford Warrant; (l) duly executed original signature to the extent invoiced prior to or on the IPO Closing Date.SVB Warrant; (gm) The IPO duly executed original signature to the GECC Warrant (such Warrant to be issued to GECC’s Affiliate, GE Capital Equity Investments, Inc. at GECC’s direction); (n) payment of the fees and Lenders Expenses then due specified in Section 2.4 hereof; (o) a Post-Closing Date shall have occurred on Agreement executed by each party hereto, and (p) such other documents, and completion of such other matters, as Lenders may reasonably deem necessary or before the Pre-IPO Commitment Termination Dateappropriate.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory Borrower shall have delivered duly executed original signatures to the Administrative Agent, Loan Documents to which it is a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.party; (b) On Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware/Province of Ontario (as applicable) as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.; (d) There Borrower shall not have occurred during delivered evidence that (i) the period from Liens securing Indebtedness owed by Borrower to Rockport/NGP will be terminated and (ii) the Closing Date through and documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the IPO Closing Date any event or condition that has had or could reasonably initial Credit Extension, be expected, either individually or in the aggregate, to have a Material Adverse Effectterminated. (e) Any feesBank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any arrangement fees, agency fees and upfront fees, and UCC termination statements and/or PPSA discharges) that the Liens indicated in any expenses of the Arrangers and Administrative Agentsuch financing statements either constitute Permitted Liens or have been or, in each caseconnection with the initial Credit Extension, as agreed in writing by the Borrower, required to will be paid on terminated or before the IPO Closing Date shall have been paid.released; (f) The Borrower shall have delivered the Perfection Certificates executed by Borrower; (g) Borrower shall have delivered landlords’ consents in favor of Bank with respect to such of Borrower’s location as Bank may reasonably require; (h) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and (j) Borrower shall have paid all fees, charges the fees and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing DateBank Expenses then due as specified in Section 2.4 hereof. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Agent shall have received, in form and substance satisfactory to Agent and the Lenders, such documents, and completion of the following conditions precedentsuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering Exchange Agreement and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Lender Intercreditor Agreement; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed signatures to the Borrower’s website or Loan Documents; (c) duly executed signatures to the completed Borrowing Resolutions for B▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.▇▇; (d) There shall not certified copies, dated as of a recent date, of Lien searches (including, without limitation, UCC searches), as Agent may request in writing to Borrower, accompanied by written evidence (including any UCC termination statements and other Lien releases) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have occurred during been or, in connection with the period from the Closing Date through and including the IPO Closing Date any event initial Credit Extension hereunder, will be terminated or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.released; (e) Any feesthe Perfection Certificate of B▇▇▇▇▇▇▇, including any arrangement fees, agency fees and upfront fees, and any expenses of together with the Arrangers and Administrative Agent, in each caseduly executed signatures thereto, as agreed approved in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.each Lender; (f) The Borrower shall have paid all feesa legal opinion (authority and enforceability) of B▇▇▇▇▇▇▇’s counsel dated as of the Effective Date, charges and disbursements of counsel together with the duly executed signature thereto, subject to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.waiver in writing by Agent; (g) The IPO payment of the fees and Lenders’ Expenses then due; (h) Satisfaction of all conditions precedent to the Closing Date as set forth in the Business Combination Agreement, as may be amended from time to time; (i) Closing and consummation of the Company Merger and substantially all other transactions contemplated under the Business Combination Agreement; (j) Closing and consummation of the Loan Exchange and the Warrant Exchange (each as defined in the Exchange Agreement) including, without limitation, the issuance of the Distributed Shares (as defined in the Exchange Agreement) to the Term A Lenders in the manner described in the Exchange Agreement and the issuance of the additional shares described in Section 1.7 of the Exchange Agreement to S▇▇▇▇▇ Nominee (as defined in the Exchange Agreement); (k) the Term B Lender shall have occurred on or before exercised its rights in connection with the Pre-IPO Commitment Termination DateEquity Purchase Option under the Existing Credit Agreement (as defined in the Exchange Agreement).

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On duly executed original signatures to the Control Agreement(s); (c) the Operating Documents and long form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Delaware, New Jersey, Massachusetts, Georgia and California, each as of the IPO Closing Date, Administrative Agent shall have received copies a date no earlier than thirty (or electronic access to copies pursuant 30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) payoff letter from PNC; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to PNC will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) Intellectual Property search results and completed exhibits to the IP Agreement; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (j) a landlord’s consent in favor of Bank for Borrower’s website or leased location at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇) of any amendments to ▇ ▇▇▇▇, ▇▇▇▇▇▇, New Jersey 07059 by the Registration Statement filed landlord thereof, together with the SEC after the Closing Date, any exhibits to the Registration Statement, duly executed original signature thereto; (k) a legal opinion of Borrower’s counsel dated as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus Effective Date together with respect the duly executed original signature thereto; (l) evidence satisfactory to its initial public offeringBank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, all certified by a Responsible Officer together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (m) completion of the Borrower.Initial Audit; and (cn) Any material amendment to any financial statements, projections or forecasts contained in payment of the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) fees and Bank Expenses then due as described in the Registration Statement, and any agreements described specified in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent2.5 hereof. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed Loan Documents; (b) the Operating Documents of B▇▇▇▇▇▇▇ and long-form good standing certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State of the State of New Jersey, in which B▇▇▇▇▇▇▇ is qualified to conduct business, in each case as of a date no earlier than 30 days prior to the Effective Date; (c) certificate duly executed by a Responsible Officer or secretary of Borrower with respect to B▇▇▇▇▇▇▇’s receipt on (i) Operating Documents and (ii) Borrowing Resolutions; (d) d▇▇▇ executed payoff letter from Horizon Finance; (e) certified copies, dated as of a recent date, of searches for financing statements filed in the IPO Closing Datecentral filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (f) the Cash Collateral Account shall have been opened and the Minimum Threshold Amount shall have been deposited therein; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Horizon Finance will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) duly executed Perfection Certificate of Borrower; (i) duly executed Cash Pledge Agreement, in form and substance reasonably acceptable to Bank; (j) evidence satisfactory to Bank that the Administrative Agent, a certificate signed insurance policies required by a Responsible Officer Section 5.6 hereof are in full force and effect; and (k) payment of the Borrower certifying (i) that the conditions fees and Bank Expenses then due as specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date1.3 hereof. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Each Lender’s obligation of to make a Term Loan is subject to the L/C Issuer condition precedent that Collateral Agent and each Lender shall consent to make its initial Credit Extension hereunder is subject or shall have received, in form and substance satisfactory to satisfaction Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Dateoriginal Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed each duly executed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus duly executed original Control Agreements with respect to its initial public offering, all certified any Collateral Accounts maintained by a Responsible Officer of the Borrower.; (c) Any material amendment duly executed original Secured Promissory Notes in favor of each Lender according to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.its Term A Loan Commitment Percentage; (d) There shall not have occurred during the period from Operating Documents and good standing certificates of Borrower certified by the Closing Date through Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and including each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the a completed Perfection Certificate for Borrower, required to be paid on or before the IPO Closing Date shall have been paid.; (f) The Borrower shall have paid all feesthe Annual Projections, charges and disbursements of counsel to for the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.current calendar year; (g) The IPO Closing Date duly executed original officer’s certificate for Borrower, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Borrower dated as of the Pre-IPO Commitment Termination Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Datecondition precedent that Bank shall have received, in form and substance reasonably satisfactory to the Administrative AgentBank, a certificate signed by a Responsible Officer such documents, and completion of the Borrower certifying such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (ia) that the conditions specified in Sections 4.03(a) and duly executed Loan Documents; (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectduly executed Control Agreement with U.S. Bank; (iiic) that the Operating Documents of Borrower has consummated and its initial public offering, substantially on Subsidiaries and long-form good standing certificates of Borrower certified by the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet Secretary of State of the Borrower as at the last day State of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering Delaware and the initial drawing hereunder, (v) calculation Secretary of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies State (or electronic access to copies pursuant to the Borrower’s website or equivalent agency) of each other jurisdiction in which ▇▇▇▇▇▇▇▇ is qualified to conduct business, in each case as of a date no earlier than thirty (30) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered days prior to the IPO Closing Effective Date, and ; (d) a copy of the Borrower’s prospectus with respect to its initial public offering, all certified certificate duly executed by a Responsible Officer or secretary of the Borrower. Borrower with respect to ▇▇▇▇▇▇▇▇’s (ci) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities Operating Documents and (actual or contingentii) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Borrowing Resolutions; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. a duly executed payoff letter from Solar Capital; (f) The evidence that (i) the Liens securing Indebtedness owed by Borrower shall to Solar Capital will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have paid all feesor will, charges and disbursements of counsel to concurrently with the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. initial Credit Extension, be terminated; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of searches for financing statement filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before the Pre-IPO Commitment Termination Date.released; (h) a duly executed Perfection Certificate of Borrower;

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably have requested, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower.Warrant; (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment duly executed signatures to the Borrower’s operationsControl Agreement among Bank, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration StatementU.S. Bank National Association, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Aclaris; (d) There shall not have occurred during the period from Operating Documents and long-form good standing certificates of (i) Aclaris certified by the Closing Date through Secretary of State of Delaware and including the IPO Closing Date any event or condition Department of State of the Commonwealth of Pennsylvania that has had or could reasonably be expected, either individually or Aclaris is qualified to conduct business in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront feessuch jurisdictions, and any expenses (ii) Confluence certified by the Secretary of State of Delaware and the Arrangers and Administrative AgentSecretary of State of Missouri that Confluence is qualified to conduct business in such jurisdiction, in each case, each as agreed in writing by of a date no earlier than thirty (30) days prior to the Effective Date; (e) a secretary’s corporate borrowing certificate of each Borrower with respect to such Borrower’s Operating Documents, required to be paid on or before incumbency, specimen signatures and resolutions authorizing the IPO Closing Date shall have been paid.execution and delivery of this Agreement and the other Loan Documents; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed signatures to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.completed Borrowing Resolutions for each Borrower; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (h) the Pre-IPO Commitment Termination DatePerfection Certificate of each Borrower, together with the duly executed signature thereto; (i) a landlord’s consent in favor of Bank for ▇▇▇ ▇▇▇ ▇▇▇▇, Suite 200, Wayne, Pennsylvania 19087 by the respective landlord thereof, together with the duly executed signatures thereto; (j) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (k) payment of the Bank Expenses then due as specified in Section 2.3(c) hereof.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory duly executed original signatures to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.Loan Documents; (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant duly executed original signatures to the Borrower’s website or Warrant; (c) duly executed original signatures to the Control Agreements with First Republic Bank and ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.▇ ▇▇▇▇▇▇▇; (d) There shall not have occurred during the period from Operating Documents and good standing certificates of US Borrower Corp and US Borrower Holding certified by the Closing Date through Secretaries of State (or equivalent agency thereof) of the States of Delaware, California, and including each other jurisdiction in which US Borrower Corp and US Borrower Holding are qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.Effective Date; (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses copies of the Arrangers certificate of amalgamation, certificate of change of name, current notice of articles and Administrative Agent, articles of Canadian Borrower and certificate of good standing of Canadian Borrower in the Province of British Columbia and similar documents in each caseother jurisdiction in which Canadian Borrower is qualified to conduct business, each as agreed in writing by of a date no earlier than thirty (30) days prior to the Borrower, required to be paid on or before the IPO Closing Date shall have been paid.Effective Date; (f) The Borrower shall have paid all fees, charges and disbursements of counsel duly executed original signatures to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date.completed Borrowing Resolutions for Borrower; (g) The IPO Closing Date shall certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements or PPSA discharge statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have occurred on been or, in connection with the initial Credit Extension, will be terminated or before released; (h) the Pre-IPO Commitment Termination DatePerfection Certificates of Borrower, together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

Conditions Precedent to Initial Credit Extension. The obligation of the L/C Issuer and each Lender Bank to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentcondition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) The Administrative Agent’s receipt this Agreement, duly executed by Borrower on the IPO Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially and delivered on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date.; (b) On a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement, dated as of the IPO Closing Date and delivered on the Closing Date; (c) UCC National Form Financing Statement to be filed on the Closing Date; (d) duly executed original Secured Promissory Notes in favor of the Bank, Administrative Agent shall have received copies dated as of the Funding Date of the initial Credit Extension and delivered on such Funding Date; (e) agreement to provide insurance, dated as of the Closing Date and delivered on the Closing Date; (f) payment of the fees and Bank Expenses then due specified in Section 2.6 hereof; (g) current financial statements of Borrower delivered on or electronic access to copies pursuant prior to the Closing Date; (h) completed perfection certificate of Borrower (the “Perfection Certificate”), dated as of the Closing Date and delivered on the Closing Date; (i) a Disbursement Letter in the form of Exhibit B-1 attached hereto with respect to any Term Loan being disbursed and a Revolving Loan Advance Request in the form of Exhibit B-2 attached hereto with respect to any Revolving Advance being disbursed, delivered on the date of such initial Credit Extension and dated as of such date; (j) a Loan Payment/Advance Request Form in the form of Exhibit B-3 attached hereto, dated as of the date of such initial Credit Extension and delivered on such date; (k) account control agreements in favor of the Bank, and in such form and substance as are reasonably acceptable to the Bank, with respect to each of Borrower’s website or accounts maintained with ▇▇▇▇▇ Fargo Bank and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (l) the certificate(s) for the Shares of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy each of the Borrower’s prospectus Subsidiaries, together with respect to its initial public offeringAssignment(s) Separate from Certificate, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statementsduly executed in blank, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after delivered on the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent.Bank; (dm) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront feessuch other documents, and any expenses completion of the Arrangers and Administrative Agent, in each casesuch other matters, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paidBank may reasonably request. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank's obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentcondition precedent that it receive the agreements, documents and fees it requires, all in form and substance satisfactory to Bank, including (without limitation) the following: (a) The Administrative Agent’s this Agreement; (b) such intellectual property security agreements and evidence of the filing thereof as Bank may require; (c) a certificate of the Secretary or of other applicable duly appointed manager, officer, or other official of Borrower and any Guarantor (as well as any constituent party of any Guarantor) with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which Borrower or any Guarantor is a party; (d) financing statements from Borrower (Form UCC-1); (e) one or more insurance certificates from Borrower; (f) receipt on by Bank of a satisfactory collateral audit, acceptable to Bank in its sole discretion; (g) a guaranty agreement executed and delivered by the IPO Closing Date, Guarantor and in form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer Bank; (h) evidence satisfactory to Bank that Borrower has received proceeds of the issuance of not less than $500,000.00 in convertible Subordinated Debt to Guarantor (in addition to convertible debt issued by Borrower certifying through August 31, 2002); (i) that a subordination agreement from the conditions specified in Sections 4.03(a) and (b) have been satisfiedGuarantor, (ii) that there has been no event or circumstance since the Closing Date that has had or could which subordination agreement must be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance satisfactory to Administrative Agent.Bank; (j) evidence of payment in full (contemporaneous with the initial Credit Extension) of all indebtedness owing to MRA Systems, Inc., d) There shall not have occurred during /b/a GE Access and the period from release of all liens securing the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.same; (ek) Any fees, including any arrangement fees, agency fees evidence of the release or subordination of all liens securing indebtedness owing to the Guarantor or others; (l) payment of the Commitment Fee and upfront feesthe Bank Expenses then due; and (m) such other documents, and any expenses completion of the Arrangers and Administrative Agent, in each casesuch other matters, as agreed in writing by the BorrowerBank may reasonably deem necessary or appropriate, required to be paid on or before the IPO Closing Date shall have been paid. (f) The and Borrower shall have paid all fees, charges and disbursements of counsel used its commercially reasonable efforts to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Datedeliver such landlord lien waiver as Bank may require. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. The Bank’s obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agentduly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements required by Section 6.6(b); (d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s receipt on jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the IPO Closing Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) either (A) a duly executed signature to a payoff letter satisfactory to Bank from Structural Capital Investments II, LP (“SCI”) which evidences the amount of funds necessary to repay all of Borrower’s obligations to SCI and SCI’s wire transfer instructions for payment, and that (i) the Liens securing Indebtedness owed by Borrower to SCI will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated (the “Payoff Letter”), or (B) Borrower has presented proof that it has paid from its own funds all of its Indebtedness to SCI and all of the Liens of SCI, including without limitation any financing statements and/or control agreements, have been terminated; (h) a duly executed Payment/Advance Form and current Sales Report for the First Term Loan; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (j) all Indebtedness due to Borrower’s officers, directors, current and former shareholders and other Lien holders, if any, is subordinated to the Obligations pursuant to a subordination agreement between such holders of Indebtedness and Bank, in form and substance reasonably satisfactory to Bank; (k) evidence satisfactory to Bank that the Administrative Agentinsurance policies and endorsements required by Section 6.5 hereof are in full force and effect, a certificate signed by a Responsible Officer together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (l) payment of the Borrower certifying (i) that the conditions fees and Bank Expenses then due as specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and subject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and (vi) calculation of the Consolidated Leverage Ratio as of the IPO Closing Date2.4 hereof. (b) On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to its initial public offering, all certified by a Responsible Officer of the Borrower. (c) Any material amendment to any financial statements, projections or forecasts contained in the Registration Statement, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the period from the Closing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Borrower, required to be paid on or before the IPO Closing Date shall have been paid. (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) The IPO Closing Date shall have occurred on or before the Pre-IPO Commitment Termination Date.