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

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe items specified in clauses (i) with one copy and (ii) below) in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and A Note payable to such Lender;the order of each Lender requesting the same. (ii) Completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such other financing statements, and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements). (iii) With respect to the Unencumbered Assets set forth on Schedule II on the Closing Date, the Administrative Agent hereby acknowledges the receipt of the documentation and deliveries delivered to it previously in its capacity as the administrative agent under the Existing Credit Agreement (pursuant to Sections 3.01 and 5.01(j) of the Existing Credit Agreement) and the Loan Parties irrevocably agree that all such deliveries shall be deemed to have been made to the Administrative Agent hereunder and that the Administrative Agent and Lender Parties may rely on the same; provided, however, that notwithstanding the foregoing, the Fusepoint Asset shall be treated as an Unencumbered Asset, provided that if the Fusepoint Owner shall at any time (x) fail to be a direct Subsidiary of the Borrower or a Guarantor or (y) fail to hold title to the Fusepoint Asset for the sole use, benefit and advantage of the Borrower or a Guarantor, all as set forth in the Fusepoint Owner’s Declaration of Trust, then, in either such case, the Asset Value attributable to the Fusepoint Asset shall be zero. (iv) Certified copies of the resolutions of the Board of Directors Directors, general partner or managing member, as applicable, of each Borrower Loan Party and of each general partner or managing member (if any) of each Loan Party approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Documents;Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) to the extent available, such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bix) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited Consolidated annual financial statements for the year ending December 31, 2006 of the Organizational Documents Parent Guarantor, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit). (ivx) Copies Evidence of all insurance (which may consist of binders or certificates of insurance with respect to the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on blanket policies of insurance maintained by the SEC’s ▇▇▇▇▇ Database Loan Parties with respect to property, commercial general liability and terrorism risks) with such responsible and reputable insurance companies or on FE’s website no later than associations, and in such amounts and covering such risks, as is reasonably satisfactory to the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv));Lender Parties. (vxi) An opinion of ▇▇▇▇▇▇ Day& ▇▇▇▇▇▇▇ LLP, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsLoan Parties, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent. (xii) An opinion of ▇▇▇▇▇▇▇ LLP, such Fronting Bank Maryland counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xiii) An opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, Texas counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xiv) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xv) A breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory to the Administrative Agent. (xvi) A Notice of Borrowing or such other Lender (Notice of Issuance, as applicable, and an Unencumbered Assets Certificate relating to the case may be)Initial Extension of Credit. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paidbe satisfied that all Existing Debt (including, or caused to be paidwithout limitation, all Debt under the Existing Credit Agreement other than the Existing Letters of Credit), other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions satisfactory to the fees payable in accordance with the Fee LettersLender Parties. (d) Prior Before and after giving effect to or concurrently with the making of such initial Extension of Credittransactions contemplated by the Loan Documents, all amounts outstanding under there shall have occurred no material adverse change in the Existing FE Credit Agreementbusiness, in each case, whether for principal, interest, fees condition (financial or otherwise) results of operations or prospects of the Parent Guarantor, shall have been paid in fullthe Borrower or the Borrower and its Subsidiaries taken as a whole since December 31, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2006. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (f) All material governmental and information required third party consents and approvals necessary in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Loan Documents shall have been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent such documentation Lender Parties) and shall remain in effect, and no law or information is requested regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent, subject to the terms of the Fee Letter).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each the Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign each Loan Document to which such the Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such the Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each the Borrower; (vi) A certificate of an Authorized Officer of each the Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such the Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers Borrower shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) A Note duly executed by the Borrower and payable to the order of each Lender that has requested the same. (ii) Completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such financing statements. (iii) This Agreement, duly executed by each of the Loan Parties and the other parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;. (iiiv) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiiv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has, if applicable, filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its Secretary, Assistant Secretary or Responsible Officer (or those of its general partner or managing member, if applicable) dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v) (or including a copy of such amendment), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as though made on and as of the date of the Initial Extension of Credit (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bix) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries and the Predecessor as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2013 of the Organizational Documents Predecessor, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit) and financial projections for the Parent Guarantor’s consolidated operations. (ivx) Copies of Evidence that all insurance required to be maintained pursuant to the Disclosure Loan Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have has been delivered under this clause (iv));obtained and is in effect. (vxi) An opinion of ▇▇▇▇▇▇▇ DayProcter LLP, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsLoan Parties, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (xii) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit and dated and delivered to the Administrative Agent at least three Business Days prior to the Closing Date. (xiii) A breakage indemnity letter agreement executed by the Borrower and the Parent Guarantor in form and substance reasonably satisfactory to the Administrative Agent and dated and delivered to the Administrative Agent at least three Business Days prior to the Closing Date. (xiv) A certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, stating that after giving effect to the Initial Extension of Credit and the Formation Transactions, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04, together with supporting information in form reasonably satisfactory to the Administrative Agent showing the computations used in determining compliance with such Fronting Bank or covenants (such other Lender (as computations to be made on a pro forma basis with reference to the case may benine month period ending September 30, 2014). (b) The Administrative Agent shall have received the Fee LettersEvidence that all Existing Debt, duly executed by each of the parties theretoother than Surviving Debt, has been (or concurrently therewith is being) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished. (ci) The Borrowers Formation Transactions and the IPO shall have paidbeen, or caused to be paidsubstantially concurrently with the execution of this Agreement, all of the fees payable consummated in accordance with the Fee LettersRegistration Statement, (ii) the Parent Guarantor shall have received primary equity issuance net cash proceeds from the IPO in an amount not less than $150,000,000, and (iii) the common shares of the Parent Guarantor shall have been listed on the New York Stock Exchange. (d) Prior After giving effect to or concurrently the transactions contemplated by the Loan Documents, there shall have occurred (x) with respect to the making of such initial Extension of CreditLoan Parties, all amounts outstanding under no Material Adverse Change and (y) with respect to the Existing FE Credit AgreementPredecessor, no material adverse change in each casethe business, whether for principal, interest, fees condition (financial or otherwise) or results of operations of the Predecessor since December 31, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2013. (e) The Administrative Agent There shall exist no action, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Material Litigation from that described on Schedule 4.01(f) hereto. (f) All material governmental and information required third party consents and approvals necessary in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Loan Documents shall have been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent such documentation Lender Parties) and shall remain in effect, and no law or information is requested regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each the Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign each Loan Document to which such the Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such the Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each the Borrower; (vi) A certificate of an Authorized Officer of each the Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such the Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers Borrower shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding rights and obligations of the Borrower under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Parent Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its Advances on the occasion of the initial Borrowing, of any Swing Line Bank to make the initial Swing Line Advance to and of any Borrower, and the obligation of each Fronting LC Issuing Bank to issue its initial the first Letter of Credit (including the deemed issuance of the Existing Letters of Credit hereunder) is subject to the condition that, on or prior to the date of such first Extension of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated as of the same date (except for the financial statements referred to in paragraph (iv)unless otherwise indicated), and each in form and substance reasonably satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (ia) This this Agreement, duly executed by the Borrower, each of the parties hereto, Lenders and Notes the Administrative Agent and acknowledged by the Parent; (b) if requested by any Lender pursuant Lender, a Note, payable to Section 2.18(d)such Lender, duly completed and executed by each Borrower and payable to such Lenderthe Borrower; (iic) Certified copies all documents that the Administrative Agent and the Lenders may reasonably request relating to the existence of the resolutions Borrower and the Parent, the corporate authority for and the validity of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect matters relevant hereto, all in form and substance reasonably satisfactory to this Agreement the Administrative Agent and such Loan Documents; (iii) A the Lenders, including a certificate of incumbency of each of the Borrower and the Parent, signed by the Secretary or an Assistant Secretary of each the Borrower and the Parent, certifying (A) as to the names and names, true signatures and incumbency of the officer or officers of such Borrower authorized to sign each execute and deliver the Loan Document Documents (other than the Support Agreement) to which such Borrower is, or each is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct attaching certified copies of the Organizational following items: (i) the Support Agreement and the Financial Services Agreement, (ii) the Borrower’s and the Parent’s Certificates of Incorporation, (iii) the Borrower’s and the Parent’s By-laws, (iv) the actions taken by the board of directors of the Borrower and the Parent authorizing the Borrower’s and the Parent’s execution, delivery and performance of this Agreement and the other Loan Documents (other than the Support Agreement) to which each is a party, and (v) all governmental and other third party consents or approvals (if any) required in connection with the execution, delivery and performance of such Borrower, in each case as in effect on such datethe Loan Documents (other than the Support Agreement) by the Borrower and the Parent; (ivd) Copies an opinion of all General Counsel or Securities Counsel of the Disclosure Documents Borrower and the Parent; (it being agreed that those Disclosure Documents publicly available on the SEC’s e) an opinion of ▇▇▇▇ ▇▇▇▇▇ Database or on FE’s website no later than LLP, counsel for the Business Day immediately preceding Borrower and the date of such Extension of Credit will be deemed to have been delivered under this clause (iv))Parent; (vf) An opinion certificates of ▇▇▇▇▇ Day, special counsel for each Borrowerthe Secretary of State of Delaware as to the good standing of the Borrower and the Parent as Delaware corporations; (vig) A certificate of an Authorized Officer of each Borrower certifying (i) the satisfaction unaudited balance sheet of the conditions specified in Section 3.02(iBorrower as of December 31, 2011 and the related unaudited statements of income and cash flows for the Fiscal Year then ended, and (ii) with respect to the unaudited balance sheets of the Borrower as of March 31, 2012 and June 30, 2012 and the related unaudited statements of income and cash flows for such Borrower; andperiods; (viih) Such at least five (5) Business Days prior to the Closing Date, documentation and other certifications, opinions, financial or other information, approvals and documents as information requested by the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, Agent from the Borrower and the Parent in order to comply with requirements of the Act; (i) payment of all in form and substance satisfactory (i) fees due to the Administrative Agent, the Joint Lead Arrangers and the Lenders set forth in the Fee Letters and (ii) reasonable fees and expenses of counsel to the Administrative Agent (directly to such Fronting Bank counsel if requested by the Administrative Agent) to the extent accrued and unpaid and invoiced to the Borrower prior to or such other Lender (as on the case may be).Closing Date; (bj) The evidence that all outstanding Debt of the Borrower under the Existing Credit Agreement shall be repaid in full (or cash collateralized in accordance with the terms thereof) and commitments thereunder terminated and the Administrative Agent shall have received the Fee Letters, duly executed by each evidence of the parties thereto.such repayment (or cash collateralization) and termination; and (ck) The Borrowers shall have paidsuch other documents, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminatedapprovals, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested opinions as may be mutually agreed by the Borrower and the Administrative Agent on behalf of the Lenders prior to the date hereofAgent.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance advances to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are Borrowers on the Closing Date is subject to the satisfaction or waiver in accordance with Section 9.08 of the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative Agent shall have received Each of the following, each dated Loan Documents and other documentation relating to the same date Term Loan provided hereunder (except for in the financial statements referred case of any documentation to be delivered in paragraph (iv)), accordance with Section 5.14) shall be in form and substance reasonably satisfactory to the Administrative Agent and duly executed and delivered by each of the Loan Parties and other parties thereto. (except for any Noteb) with one copy for Administrative Agent shall have received, in respect of each Fronting Bank and each Lender:Loan Party, (i) This Agreement, duly executed by each the notes payable to the order of the parties hereto, and Notes Lenders to the extent requested by any Lender pursuant at least three Business Days prior to the Closing Date in accordance with Section 2.18(d2.04(e), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions each organizational or constitutive document (along with any amendments thereto) certified as of the Board Closing Date or a recent date prior thereto by the appropriate Governmental Authority (except for any Loan Party organized under California law, whose organizational or constitutive documents may be certified as of Directors an earlier date if a Responsible Officer of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan DocumentsParty delivers to the Administrative Agent a certificate certifying as of the Closing Date there has been no change to such organizational or constitution documents since such earlier date); (iii) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such datethereunder; (iv) Copies resolutions of all the Disclosure Documents board of directors (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date similar governing body) of such Extension Loan Party approving and authorizing the execution, delivery and performance of Credit will this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be deemed to have been delivered under this clause (iv));bound as of the Closing Date, as well as the transactions contemplated hereunder and the commencement of the Chapter 11 Cases, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (v) An opinion a good standing certificate from the applicable Governmental Authority of ▇▇▇▇▇ Daysuch Loan Party’s jurisdiction of incorporation, special counsel for each Borrower;organization or formation dated the Closing Date or a recent date prior thereto. (vic) A certificate of an Authorized Officer of each Borrower certifying The Chapter 11 Cases shall have been commenced by the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsDebtors, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may Agent shall be reasonably request, all in satisfied with the form and substance satisfactory of the First Day Orders sought by the Debtors and entered on or prior to the Administrative Agent, such Fronting Bank or such other Lender Closing Date (as the case may beincluding a cash management order). (bd) The Debtors shall have begun solicitation in respect of the Approved Plan of Reorganization and the Plan Support Agreements shall be in full force and effect. (e) The Lenders shall have received, on or before the Closing Date, a copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit G-1 (the “Interim Order”), which Interim Order (i) shall approve the Loan Documents and grant the Obligations hereunder the Superpriority Claim status and the Liens described in Section 2.26, (ii) shall authorize extensions of credit in the aggregate amounts of up to $150,000,000 of term loans under this Agreement and up to $250,000,000 of revolving credit loans under the Revolving Credit Agreement, (iii) shall approve the payment by the Borrowers of all of the fees and expenses that are required to be paid hereunder; (iv) shall authorize and direct the Loan Parties to repay in full obligations under the Prepetition Receivables Facility; (v) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest (other than cash collateral securing the Prepetition LC Facility); (vi) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to the Prepetition Secured Parties, which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 2.26; (vii) shall be in full force and effect; and (viii) shall not have been vacated, reversed, modified, amended or stayed. (f) All reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of outside counsel) required to be paid to the Administrative Agent on or before the Closing Date shall have been paid (including fees owed to the Lenders to be paid to the Administrative Agent for the accounts of the Lenders). (g) The Administrative Agent shall have received and be reasonably satisfied with the Fee Letters, duly executed by each of Thirteen Week Forecast for the parties theretofirst thirteen week period after the Closing Date. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (eh) The Administrative Agent shall be satisfied in its reasonable judgment that, except as authorized by the Interim Order, there shall not occur as a result of, and after giving effect to, the initial extension of credit hereunder, a default (or any event which with the giving of notice or lapse of time or both would be a default) under any of the Loan Parties’ debt instruments and other material agreements which, (i) in the case of the debt instruments and other material agreements, would permit the counterparty thereto to exercise remedies thereunder after the Petition Date (other than the Prepetition LC Facility) or (ii) in the case of any other subsidiary, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent and Lenders and their respective counsel shall have received all documentation originally executed copies of a favorable written opinion of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, dated as of the Closing Date, addressing such matters as the Administrative Agent may reasonably request in form and information required by regulatory authorities under substance reasonably satisfactory to the Administrative Agent. (j) Since December 31, 2011, there has been no event or occurrence that has had a Material Adverse Effect. (k) There shall not exist any Material Litigation. (l) All necessary governmental and third party consents and approvals necessary in connection with the transactions contemplated hereunder and the making of the Term Loan shall have been obtained (without the imposition of any adverse conditions that are not reasonably acceptable to the Administrative Agent) and shall remain in effect; and no law or regulation (other than the Bankruptcy Code) shall be applicable to the Administrative Agent that prevents the establishment of the Term Loan Facility or the transactions contemplated hereunder. (m) Each Lender who has requested the same at least three business days prior to the Closing Date shall have received “know your customer” and anti- money laundering rules similar information. (n) The Prepetition Receivables Facility shall have been and regulationsshall be concurrently terminated and repaid in full and the Borrowers shall have delivered duly executed payoff letters and UCC-3 termination statements confirming the release of any and all Liens securing the collateral in respect thereof. (o) The Term Loan/Revolving Facility Intercreditor Agreement, including without limitation the Patriot Act (includingGuarantee and Collateral Agreement shall have been duly executed and delivered by each of the applicable Loan Parties, for the avoidance of doubtin each case, Beneficial Ownership Certifications), in form and substance reasonably satisfactory to the extent such documentation or information is requested Administrative Agent and together therewith, the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) Proper uniform commercial code financing statements for all applicable jurisdictions of the Loan Parties as deemed necessary by the Administrative Agent in order to perfect and protect the Liens and security interests created or purported to be created pursuant to the Interim Order and the Security Documents covering the Collateral; (ii) Copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Agent with respect to the Loan Parties; (iii) for each Mortgaged Property, evidence as to whether such Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and (ii) if such Mortgaged Property is a Flood Hazard Property, (A) evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders Secured Parties; and (iv) Evidence that, other than those items set forth on Schedule 5.14, such other documents, instruments or actions deemed necessary or advisable by the Administrative Agent to perfect and protect the Liens and security interests (and the first priority thereof with respect to Term Facility First Lien Collateral and the second priority thereof with respect to Revolving Facility First Lien Collateral) created or purported to be created pursuant to the Interim Order and the Guarantee and Collateral Agreement and perfected pursuant to the Interim Order shall have been duly delivered or completed, including, without limitation, the delivery of Uniform Commercial Code financing statements in proper form for filing for all applicable jurisdictions of the Loan Parties and provision having been made for the payment of any fees or taxes required in connection with the filing of such documents, instruments or financing statements (p) To the extent such items can be delivered on or prior to the date hereofClosing Date after the exercise of commercially reasonable efforts, the Administrative Agent shall have received (i) copies of account control agreements to the extent required by this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by all the parties thereto, (ii) copies of Security Documents covering the Loan Parties’ Intellectual Property, in form and substance reasonably satisfactory to the Administrative Agent and in suitable form for recordation at the United States Patent and Trademark Office and the United States Copyright Office, duly executed by all the parties thereto and (iii) evidence of all insurance required to be maintained pursuant to Section 5.02, and evidence that the Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral.

Conditions Precedent to Initial Extension of Credit. The obligation In addition to satisfying each of each Lender to make its initial Advance to any Borrowerthe conditions precedent set forth in Section 3.3, and the obligation of each Fronting Bank the Lender Group (or any member thereof) to issue its make the initial Letter of Credit, are Advances (or otherwise extend any credit hereunder) is subject to the prior fulfillment, to the satisfaction of Lender Group, of each of the conditions precedent that on or before the date of any such Extension of Creditset forth below: (a) The Administrative the Closing Date shall occur on or before September 22, 2003; (b) Agent shall have received all financing statements required by Agent, and Agent shall have received searches reflecting the following, filing of all such financing statements; (c) Agent shall have received each dated of the same date (except for the financial statements referred to in paragraph (iv))following documents, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank Agent, duly executed, and each Lendersuch document shall be in full force and effect: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Disbursement Letter, (ii) Certified copies the Fee Letter, (iii) the Officers' Certificate, (iv) the Intercompany Subordination Agreement, and (v) the Management Fees Subordination Agreement. (d) Agent shall have received the Letter of Credit, in form and substance satisfactory to Lender Group; (e) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of the Board such Borrower's board of Directors directors (or comparable manager) authorizing its execution, delivery, and performance of each Borrower approving this Agreement and the other Loan Documents to which it is, or such Borrower is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the authorizing specific officers of such Borrower authorized to sign execute the same; (f) Agent shall have received copies of each Loan Document to which such Borrower isBorrower's Governing Documents, as amended, modified, or is supplemented to becomethe Closing Date, certified by the Secretary of such Borrower; (g) Agent shall have received a party and certificate of status with respect to each Borrower, dated within 10 days of the other documents Closing Date, such certificate to be delivered hereunder and (B) that attached thereto are true and correct copies issued by the appropriate officer of the Organizational Documents jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in each case as good standing in effect on such datejurisdiction; (ivh) Copies Agent shall have received certificates of all status with respect to each Borrower, each dated within 30 days of the Disclosure Documents Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later other than the Business Day immediately preceding the date jurisdiction of organization of such Extension of Credit will Borrower) in which its failure to be deemed to have been delivered under this clause (iv))duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (vi) An opinion Agent shall have received opinions of ▇▇▇▇▇ Day, special Borrowers' counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender opinions to include (a) that the Advances are "Permitted Indebtedness", as defined in and under the case may be). Indenture, (b) The Administrative that the Agent's Liens are "Permitted Liens", as defined in and under the Indenture, and (c) regulatory opinions as to the due issuance and valid existence of Borrowers' Gaming License; (j) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (k) Agent shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of Borrowers' Books and verification of Borrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent; (l) Agent shall have received the Fee LettersClosing Date Business Plan; (m) Borrowers shall pay all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (n) Borrowers shall have received all licenses (including the Gaming Licenses), approvals or evidence of other actions required by any Governmental Authority, including the Louisiana Regulatory Authorities, in connection with the execution and delivery by Borrowers of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; (o) Agent shall have received a copy of the Revolving Loan Agreement (as amended through the Closing Date), in form and substance satisfactory to Agent, duly executed and delivered by each of the all parties party thereto.; and (cp) The Borrowers shall have paid, or caused to be paid, all of the fees payable other documents and legal matters in accordance connection with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit transactions contemplated by this Agreement shall have been terminated. delivered, executed, or recorded and shall be in form and substance satisfactory to Lender Group. Notwithstanding the foregoing, Lenders are under no obligation to make the initial Advance (eor otherwise to extend any credit provided for hereunder) The Administrative Agent shall have received unless and until all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation of the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), conditions set forth in Section 3.3 below are satisfied to the extent such documentation or information is requested by the Administrative Agent on behalf satisfaction of the Lenders prior to the date hereofAgent.

Conditions Precedent to Initial Extension of Credit. The obligation of each the Lender to make its initial Advance Extension of Credit to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are Borrower is subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent Lender shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv))date, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes a Note, to the extent requested by any the Lender pursuant to Section 2.18(d), duly completed and executed by each the Borrower and payable to such the order of the Lender; (ii) Certified copies of the resolutions of the Board of Directors Directors, or similar governing body, of each Borrower Loan Party approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower the Loan Parties certifying (A) the names and true signatures of the officers of such Borrower the Loan Parties authorized to sign each Loan Document to which such Borrower the Loan Party is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrowerthe Loan Parties, in each case as in effect on such date; ; and (ivC) Copies that all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Loan Parties of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database this Agreement and each other Loan Document to which such Loan Party is, or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed is to become, a party, have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be)obtained. (b) That certain Credit Agreement, dated as of June 17, 2011, by and among the Lender and the subsidiaries of the Lender party thereto, as borrowers, the lenders from time to time party thereto and The Administrative Agent Royal Bank of Scotland PLC, as administrative agent (as amended, restated, supplemented or otherwise modified) shall have received been either amended or replaced in form and substance reasonably satisfactory to the Fee LettersLender and the Borrower (such amended or replacement credit agreement, duly executed by each of the parties thereto“FE Credit Facility”). (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all All amounts outstanding under the Existing FE Credit Agreement, in each caseFacility, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement Facility shall have been terminated. (d) The Loan Parties shall have entered into the Subordination Agreement. (e) The Administrative Agent Guarantors shall have received all documentation and information required by regulatory authorities issued to the Lender First Mortgage Bonds under applicable the respective FMB Mortgages (the “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership CertificationsGuarantor Bonds”), which Guarantor Bonds shall (i) be in principal amounts not less than $250,000,000 with respect to FGC and $450,000,000 with respect to NGC, (ii) provide that an Event of Default hereunder shall constitute the sole and exclusive event of default under such Guarantor Bond (notwithstanding any other events of default contemplated by the FMB Mortgages) or shall otherwise trigger redemption or put rights, in each case in form and substance satisfactory to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders Lender, (iii) provide that at no time prior to the Termination Date shall the Guarantors issue bonds under the FMB Mortgages if such issuance would cause the aggregate outstanding amount of bonds issued under the FMB Mortgages to exceed 75% (or such greater percentage as shall have been consented to by the Lender, with such consent not to be unreasonably withheld) of the lesser of the Cost or Fair Value of all Property Additions (each capitalized term used in this clause (iii) and not otherwise defined herein shall have the meaning set forth in FMB Mortgages as in effect on the date hereof) and (iv) otherwise be on terms reasonably satisfactory to the Lender. The Lender will notify the Borrower in writing, in a manner consistent with Section 8.02 hereof, upon the satisfaction of each of the condition precedents in this Section 3.01.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facility is subject to the fulfilment of the following conditions precedent that on at the time, or before the date immediately following, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled; (b) the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents to which each is a party and each Company which is not an Obligor and to whom any Obligor owes any Indebtedness shall have received executed and delivered to the followingAdministrative Agent a Postponement and Subordination Undertaking, in each dated case form and substance satisfactory to the same date Administrative Agent; (except for c) the financial statements referred to in paragraph (iv))Administrative Agent has received, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (i) This Agreement, a duly executed by each certified copy of the parties heretoarticles of incorporation, articles of amalgamation or similar documents and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by by-laws of each Borrower and payable to such LenderObligor; (ii) Certified copies a certificate of status or good standing (or other like document) for each Obligor (where available) issued by the appropriate governmental body or agency of the resolutions jurisdiction which governs the legal existence of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan DocumentsObligor; (iii) A certificate a duly certified copy of the Secretary or an Assistant Secretary resolution of the board of directors of each Borrower certifying (A) the names Company authorizing it to execute, deliver and true signatures of the officers of such Borrower authorized to sign perform its obligations under each Loan Credit Document to which such Borrower is, or Company is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such datesignatory; (iv) Copies a certificate of all an officer of each Obligor, in such capacity, setting forth specimen signatures of the Disclosure individuals authorized to sign the Credit Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of to which such Extension of Credit will be deemed to have been delivered under this clause (iv))Obligor is a signatory; (v) An opinion a certificate of ▇▇▇▇▇ Daya senior officer of the Borrower, special counsel for each Borrowerin such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facility; (vi) A certificate certificates representing all of an Authorized Officer the issued and outstanding Shares of each Borrower certifying the satisfaction Guarantor, duly endorsed in blank or accompanied by an executed stock transfer power of the conditions specified in Section 3.02(i) with respect to such Borrower; andattorney; (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all a perfection certificate of each Obligor in form and substance satisfactory to the Administrative Agent; (viii) an opinion of counsel to each Obligor addressed to the Finance Parties and their counsel, relating to the status and capacity of such Fronting Bank or Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Obligor is a party in the Province of Ontario, in the jurisdiction where the Secured Assets are located and/or the jurisdiction governing the existence of the relevant Obligor and such other Lender (matters as the case Administrative Agent may be).reasonably request; (bix) The an opinion of the Administrative Agent’s counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with the transactions hereunder (including, without limitation, the legality, validity and binding nature obligations of the Borrower under, and the enforceability against the Obligors of, the Credit Documents which are governed by the laws of the Province of Ontario); and (x) requisite information to identify the Obligors under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification; (d) there has not occurred a Material Adverse Change since December 31, 2010; (e) there shall exist no pending or threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the Credit Facility or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; (f) all current account documentation required by the Administrative Agent has been executed by the Obligors; (g) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (h) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have received been made which, in the Fee Letters, duly executed by each opinion of the parties thereto. (c) The Borrowers shall have paidAdministrative Agent’s counsel, are desirable or caused required to make effective the Security created or intended to be paid, all created by the Obligors in favour of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf pursuant to the Security Documents and to ensure the perfection and the intended priority of the Lenders prior Security; and (i) the Borrower shall have paid to the date hereofAdministrative Agent, the Lead Arranger and the Lenders all fees and expenses required to be paid on or before the initial extension of credit under the Credit Facility.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to any Borrower, and or of the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.15. (ii) Evidence satisfactory to it that either (i) Senior Subordinated Notes in a principal amount of $175,000,000 have been issued pursuant to the Senior Subordinated Indenture, together with true and complete copies of the Senior Subordinated Indenture or (ii) Bridge Loans in a principal amount of at least $85,000,000 are outstanding, together with true and complete copies of the Bridge Documentation. (iii) A security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the date of the parties heretoInitial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party, the Acquired Businesses or their respective Subsidiaries as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the security interest created thereunder, (E) evidence of the insurance required by the terms of the Security Agreement, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests, and Notes requested by any Lender the priority thereof, created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements). (iv) A guaranty substantially in the form of Exhibit E hereto (together with each other guaranty and guaranty supplement delivered pursuant to Section 2.18(d5.01(j), in each case as amended, the “Subsidiary Guaranty”), duly completed and executed by each Borrower and payable to such Lender;Subsidiary Guarantor. (iiv) An intellectual property security agreement in substantially the form of Exhibit C to the Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Intellectual Property Security Agreement has been taken. (vi) Certified copies of the resolutions of the Board of Directors of each Borrower Loan Party approving this Agreement the transactions contemplated hereby and the other each Loan Documents Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions contemplated hereby and each Loan Document to which it is or is to be a party. (vii) A copy of a certificate of the Secretary of State of the jurisdiction of organization of each Loan Party, dated reasonably near the date of the Initial Extension of Credit, certifying (A) as to a true and correct copy of the charter or other constitutive document of such Loan Documents;Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter or other constitutive document on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization. (iiiviii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter or other constitutive document of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws or other governing document of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due organization and good standing or valid existence of such Loan Party under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date;thereunder. (ivx) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will Acquisition Documents, which shall be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative AgentAgent shall request. (xi) Certificate in substantially the form of Exhibit F hereto, such Fronting Bank attesting to the Solvency of the Loan Parties, before and after giving effect to the Acquisition and the transactions contemplated hereby, from its Chief Financial Officer or such other Lender (Treasurer, as the case may be). (xii) Such financial, business and other information regarding each Loan Party, the Acquired Businesses and their respective Subsidiaries as the Administrative Agent shall have requested, including, without limitation: (A) audited combined financial statements of the Acquired Businesses and their respective Subsidiaries for the fiscal year ended December 31, 2002, (B) an unaudited income statement of the Acquired Businesses and their respective Subsidiaries for the Fiscal Quarter ended March 31, 2003, (C) pro forma Consolidated balance sheet of the Borrower and its Subsidiaries giving effect to the Acquisition for the Fiscal Quarter ending immediately prior to closing, which in each case, shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder, and (D) a written certification from the Chief Financial Officer that the pro forma financial statements delivered pursuant to clause (C) above and the forecasts heretofore delivered to the Administrative Agent were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair and reasonable in light of then existing conditions. (xiii) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance with a reputable insurer and on terms and in amounts reasonably acceptable to the Administrative Agent. (xiv) Copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries as the Administrative Agent shall request. (xv) Copies of all Material Contracts of each Loan Party and its Subsidiaries as the Administrative Agent shall request. (xvi) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit. (xvii) A favorable opinion of ▇▇▇▇▇▇▇ Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as the Administrative Agent may reasonably request. (b) The Administrative Agent shall have received be reasonably satisfied with, after giving effect to the Fee LettersAcquisition (and other related transactions, duly executed by including any related mergers), the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries, including the parties theretoterms and conditions of the charter, bylaws or other constitutive documents and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (c) The Borrowers Administrative Agent shall have paidbe satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or caused to be paid, all defeased in full or otherwise satisfied and extinguished from cash on hand of the fees payable in accordance with Borrower and all commitments relating thereto terminated and that all Surviving Debt shall be on terms and conditions satisfactory to the Fee LettersAdministrative Agent. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, There shall have been paid in fulloccurred no Material Adverse Change since January 31, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2003. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party, the Acquired Businesses or any of their respective Subsidiaries pending or threatened before any Governmental Authority that (i) could be reasonably likely to have a Material Adverse Effect, (ii) purports to affect the legality, validity or enforceability of any Loan Document, (iii) seeks to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of the Acquisition or the transactions relating thereto or contemplated hereby or (iv) in the reasonable opinion of the Bookrunner/Co-Arranger, is material to the Borrower and its Subsidiaries, taken as a whole, or any of their respective assets, business operations or financial condition. (f) There shall be no pending or threatened litigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to the Borrower, the Acquired Businesses or any of their respective Subsidiaries that is material to the Borrower and its Subsidiaries, taken as a whole. (g) All Governmental Authorizations and third party consents and approvals necessary in connection with the Acquisition (and any related mergers) and the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods in connection with the transactions contemplated hereby shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Acquisition (and any related mergers) and the transactions contemplated hereby or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (h) The Borrower shall have paid all accrued fees of the Agents and the Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties). (i) The Acquisition and related transactions shall have been consummated for a purchase price not in excess of £55,000,000 (excluding transaction costs and expenses) strictly in accordance with the terms of the Acquisition Agreement, without any waiver or amendment not consented to by the Administrative Agent of any term, provision or condition set forth therein, and in compliance with all applicable laws. The Administrative Agent shall have received be reasonably satisfied with the Acquisition Documents and all documentation legal, tax and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), other matters relating to the extent such documentation Acquisition or to the Borrower and its Subsidiaries after giving effect thereto. The Acquisition Agreement shall be in full force and effect. (j) Neither the Administrative Agent nor the Bookrunner/ Co-Arranger shall have become aware of any information, event, change or other matter that is inconsistent with any confidential information is requested or other matter previously disclosed to them. (k) The Bookrunner/ Co-Arranger and the Administrative Agent shall be reasonably satisfied that (i) Pro Forma EBITDA (as determined by the Administrative Agent on behalf Agent) of the Lenders prior Borrower and its Subsidiaries for the four consecutive quarterly periods ending with the last calendar quarter immediately preceding the date hereof shall not be less than $75,000,000; and (ii) the Leverage Ratio (as determined by the Administrative Agent) of the Borrower and its Subsidiaries (after giving effect to the Acquisition on a pro forma basis as if the Acquisition had been consummated on the first day of the most recently completed four consecutive Fiscal Quarters) shall not exceed 2.5:1.0 as of the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, A Note duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;the order of each Lender that has requested the same. (ii) [Intentionally Omitted]. (iii) As to each Unencumbered Asset: (A) [Intentionally Omitted], (B) evidence satisfactory to the Administrative Agent that the applicable owner or lessee, as applicable, of such Unencumbered Asset shall be in compliance with the requirements of Section 5.02(p), (C) [Intentionally Omitted], (D) [Intentionally Omitted], (E) [Intentionally Omitted], (F) certified copies of each Management Agreement, Franchise Agreement, and, to the extent applicable, Qualifying Ground Lease, in each case together with all amendments thereto, entered into with respect to each of the Unencumbered Assets, (G) copies of all leases (including, without limitation, all leases with Affiliates and Operating Leases) and Material Contracts relating to each of the Unencumbered Assets, and (iv) This Agreement duly executed by the Loan Parties and the other parties hereto. (v) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to be, be a party (the “Closing Authorizing Resolution”), and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. Notwithstanding the foregoing, if the information required in this subsection (vi) shall have previously been delivered to the Administrative Agent, the Administrative Agent will accept, in lieu of such materials (other than with respect to evidence of good standing and current payment of franchise taxes), a certificate from the applicable Loan Party that there has been no change to such materials since the date most recently provided to the Administrative Agent. (vii) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. Notwithstanding the foregoing, if the information required in this subsection (vii) shall have previously been delivered to the Administrative Agent, the Administrative Agent will accept, in lieu of such materials (other than with respect to evidence of good standing and current required annual reports), a certificate from the applicable Loan Party that there has been no change to such materials since the date most recently provided to the Administrative Agent. (viii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President, Executive Chairman or Chief Manager and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bx) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2017 of the Organizational Documents Parent Guarantor, interim financial statements dated the end of such Borrower, in each case as in effect on such date;the most recent fiscal quarter for which financial statements are available and for the nine months then ended and financial projections for the Parent Guarantor’s consolidated operations. (ivxi) Copies Evidence of all insurance (which may consist of binders or certificates of insurance) with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Disclosure Documents Lender Parties. (it being agreed that those Disclosure Documents publicly available on xii) An opinion of Kleinberg, Kaplan, W▇▇▇▇ & C▇▇▇▇, P.C., New York counsel for the SEC’s Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit F-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xiii) An opinion of local counsel for the Loan Parties (A) from V▇▇▇▇▇▇ Database or on FE’s website no later than LLP in substantially the Business Day immediately preceding the date form of such Extension of Credit will be deemed to have been delivered under this clause Exhibit F-2 hereto, and (iv)); (vB) An opinion of from H▇▇▇▇, ▇▇▇▇▇ Day& A▇▇▇▇▇, special counsel for LLP in substantially the form of Exhibit F-3 hereto, in each Borrower;case covering such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixiv) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit and dated and delivered not less than three (3) Business Days prior to the date of the Initial Extension of Credit. (xv) A certificate of an Authorized signed by a Responsible Officer of each Borrower certifying the satisfaction Borrower, dated the Closing Date, stating that after giving effect to the Initial Extension of Credit the conditions specified Parent Guarantor shall be in compliance with the covenants contained in Section 3.02(i) 5.04, together with respect supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such Borrower; andcovenants. (viixvi) Such other certifications, opinions, financial or other information, approvals and documents as A breakage indemnity letter agreement executed by the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all Borrower in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender Agent and dated and delivered to the Administrative Agent at least three (as 3) Business Days prior to the case may be)Closing Date. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paid, or caused be satisfied that all Existing Debt shall be on terms and conditions reasonably satisfactory to be paid, all of the fees payable in accordance with the Fee LettersLender Parties. (d) Prior Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, assets, properties, liabilities (actual or concurrently with the making of such initial Extension of Creditcontingent), all amounts outstanding under the Existing FE Credit Agreementoperations, in each case, whether for principal, interest, fees condition (financial or otherwise) or prospects of the Loan Parties since September 30, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2018. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulationsbeen no material adverse change in the status, including without limitation the Patriot Act (includingor financial effect on any Loan Party or any of its Subsidiaries, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereofMaterial Litigation from that described on Schedule 4.01(f) hereto.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its Advances on the occasion of the initial Borrowing, of the Swing Line Bank to make the initial Swing Line Advance to and of any Borrower, and the obligation of each Fronting LC issuing Bank to issue its initial the first Letter of Credit is subject to the condition that, on or prior to the date of such first Extension of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated as of the same date (except for the financial statements referred to in paragraph (iv)unless otherwise indicated), and each in form and substance reasonably satisfactory to the Administrative Agent: (a) this Agreement, duly executed by the Borrower, each of the Lenders and the Administrative Agent and acknowledged by the Parent; (b) if requested by any Lender, a Note, payable to such Lender, duly completed and executed by the Borrower; (c) all documents that the Administrative Agent and the Lenders may reasonably request relating to the existence of the Borrower and the Parent, the corporate authority for and the validity of this Agreement and the other Loan Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent and (except for any Note) with one copy for the Lenders, including without limitation a certificate of incumbency of each Fronting Bank of the Borrower and the Parent, signed by the Secretary or an Assistant Secretary of the Borrower and the Parent, certifying as to the names, true signatures and incumbency of the officer or officers authorized to execute and deliver the Loan Documents to which each Lender: is a party and certified copies of the following items: (i) This the Support Agreement, duly executed by each of the parties heretoFinancial Services Agreement and all notes and other instruments evidencing indebtedness under the Financial Services Agreement, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies the Borrower’s and the Parent’s Articles of Incorporation, (iii) the Borrower’s and the Parent’s Bylaws, (iv) certificates of the resolutions Secretary of State of Delaware as to the existence of the Board Borrower and the Parent as Delaware corporations, (v) the actions taken by the board of Directors directors of each the Borrower approving and the Parent authorizing the Borrower’s and the Parent’s execution, delivery and performance of this Agreement and the other Loan Documents to which it iseach is a party, or is to beand (vi) all governmental approvals (if any) required in connection with the execution, a party delivery and performance of all documents evidencing any other necessary corporate action with respect to this Agreement the Loan Documents by the Borrower and such Loan Documentsthe Parent; (iiid) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇▇ Day▇▇▇▇▇▇▇, special counsel for each BorrowerGeneral Counsel to the Borrower and the Parent, substantially in the form of Exhibit F hereto; (vie) A certificate an opinion of an Authorized Officer King & Spalding LLP, counsel for the Administrative Agent, in the form of each Borrower certifying Exhibit G hereto; (f) payment of all fees required to be received in connection with this Agreement on or prior to the satisfaction date of the conditions specified in Section 3.02(i) with respect to such Borrowerfirst Extension of Credit; and (viig) Such such other certificationsdocuments, opinionsapprovals, financial or other information, approvals and documents opinions as may be mutually agreed by the Borrower and the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the Funding Date is subject to the satisfaction of the following conditions precedent before or concurrently therewith: (a) The Spinoff, the Canadian Subsidiary Transfer, the Cash Payment and the Merger shall have been consummated in accordance with the terms of the Transaction Documents, without any written waiver or amendment not consented to by the Requisite Lenders of any term, provision or condition set forth therein, and in compliance with all applicable laws (it being understood that the Consents Side Letter, the Distribution Agreement, the Merger Agreement, the Omnibus Restructuring Agreement and related documents delivered to the Arrangers prior to November 27, 1997, and as amended through the date hereof pursuant to amendments provided to the Lenders prior to the date hereof (the "Base Transaction Documents"), are satisfactory to the Lender Parties and their legal counsel), and, if the Hypothetical Consent Exposure Amount (as defined in the Consents Side Letter) on the Funding Date exceeds $25,000,000, the arrangements as contemplated by Section 1 of the Consents Side Letter and Exhibit B thereto shall have been fully satisfied or other arrangements acceptable to the Requisite Lenders shall have been put in place. (b) The Subsidiary Contribution shall have been consummated in accordance with the terms described on Schedule 3.02(b). (c) The Transaction Documents shall be in full force and effect. (d) The Lender Parties shall be reasonably satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter and bylaws (or other similar organizational documents) and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization, provided that the corporate and legal structure and capitalization of the Loan Parties, to the extent specified in the Information Memorandum or the Base Transaction Documents, are satisfactory to the Lender Parties. (e) The Parent Guarantor shall have received $620,000,000 in gross cash proceeds of the Guaranteed Senior Debt. (f) All Existing Debt identified as "To Be Refinanced" on Schedule 4.01(y) (other than any Retained Marriott Bonds) shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished or arrangements therefor satisfactory to the Administrative Agent shall have been made (or, in the case of certain Marriott Bonds, assumed by New Marriott). (g) There shall have occurred no Material Adverse Change since September 12, 1997. (h) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the Lender Parties (including the fees and expenses of counsel to the Administrative Agent) due on or before the date Funding Date, to the extent invoiced at least two Business Days prior to the Funding Date. (i) All governmental authorizations, and material consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with the Transaction, any of the Loan Documents or the Related Documents or any transactions contemplated thereby, other than (i) filings and recordings under, or with respect to the Collateral under, the Loan Documents, (ii) governmental authorizations, and consents, approvals, authorizations, notices, filings and other actions, described on Schedule 4.01(d) hereto, (iii) third party consents and approvals that have not been obtained that relate to Indemnified Consent Exposure and (iv) consents, approvals, authorizations, notices, filings and other actions the absence of which would not reasonably be expected to have a Material Adverse Effect, shall have been obtained (without the imposition of any such Extension of Credit:conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any competent authority. (aj) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(i) (the "Disclosed Litigation"). (k) The Administrative Agent shall have received on or before the Funding Date the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, duly executed by each The Notes payable to the order of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Lenders. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower, the Parent Guarantor and each Borrower approving this Agreement and the other Loan Documents Party approving the Transaction, this Agreement, the Notes and each other Loan Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action (including shareholder approval) and governmental approvals and consents, if any, with respect to the Transaction, this Agreement Agreement, the Notes, each other Loan Document and such Loan Documents;each Related Document. (iii) A copy of the charter (or similar organizational document) of the Borrower, the Parent Guarantor and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Funding Date) by the Secretary of State of the jurisdiction of its incorporation (or similar governmental authority) as being a true and correct copy thereof. (iv) A copy of a certificate of the Secretary of State (or similar governmental authority) of the jurisdiction of its incorporation, dated reasonably near the Funding Date, listing the charter (or similar organizational document) of the Borrower, the Parent Guarantor and each other Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's, the Parent Guarantor's or such other Loan Party's charter (or similar organizational document) on file in the office of such Secretary of State, (B) the Borrower, the Parent Guarantor and each other Loan Party have paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) the Borrower, the Parent Guarantor and each other Loan Party are duly incorporated and in good standing under the laws of the jurisdiction of its incorporation. (v) A copy of a certificate of the Secretary of State of the State of Delaware certifying as to the filing and acceptance of the certificate of merger in respect of the Merger, or other confirmation of such filing satisfactory to the Arrangers. (vi) A certificate of the Borrower, the Parent Guarantor and each other Loan Party, signed on behalf of the Borrower, the Parent Guarantor and such other Loan Party by any two of its chief executive officer, chief financial officer, chief accounting officer, president, secretary, any vice president or any assistant secretary, dated the Funding Date, certifying as to (A) the absence of any amendments to the charter (or similar organizational document) of the Borrower, the Parent Guarantor or such other Loan Party since the date of the Secretary of State's (or similar governmental authority's) certificate referred to in Section 3.02(k)(iv), other than, to the extent applicable, (x) the filing of the certificate of merger referred to in Section 3.02(k)(v) and (y) the filing of an amendment to the certificate of incorporation of the Parent Guarantor, in the form attached thereto, on the Funding Date, (B) a true and correct copy of the bylaws (or similar organizational document) of the Borrower, the Parent Guarantor and such other Loan Party as in effect on the Funding Date, (C) the due incorporation and good standing of the Borrower, the Parent Guarantor and such other Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of the Borrower, the Parent Guarantor or such other Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Funding Date (other than any such representation or warranty that is limited to a particular date or dates, as to which the truth of such representation or warranty is as of such date or dates) and (E) the absence of any Default at the time of, or immediately after giving effect to, the Initial Extension of Credit. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower, the Parent Guarantor and each Borrower other Loan Party certifying (A) the names and true signatures of the officers of the Borrower, the Parent Guarantor and such Borrower other Loan Party authorized to sign this Agreement, the Notes and each other Loan Document to which such Borrower is, they are or is are to become, a party be parties and the other documents to be delivered hereunder and thereunder. (viii) A security agreement in substantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by the Borrower and each Subsidiary Guarantor, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (B) duly executed financing statements (Form UCC-1 or a comparable form), in suitable form for filing under the Uniform Commercial Code of all jurisdictions that attached thereto are true the Administrative Agent may deem necessary or desirable in order to perfect the liens and correct security interests created under the Security Agreement and the priority thereof, (C) completed requests for information, dated on or before the Funding Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name the Borrower or any other Loan Party as debtor, together with copies of the Organizational Documents of such Borrower, in each case as in effect on such date;other financing statements, (ivD) Copies duly executed termination statements (Form UCC-3 or a comparable form) or the equivalent thereof in suitable form for filing under the Uniform Commercial Code of all jurisdictions that may be necessary or that the Disclosure Documents Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security interests in the Collateral described in the Security Agreement (it being agreed other than liens and security interests permitted to continue under the terms of the Security Agreement), duly executed by the appropriate secured party, and (E) evidence that those Disclosure Documents publicly available on all other action that the SEC’s Administrative Agent may reasonably deem necessary or desirable in order to perfect the liens and security interests created under the Security Agreement and the priority thereof has been taken or arrangements reasonably satisfactory to the Administrative Agent for the taking thereof have been made. (ix) A copy of a ruling issued by the Internal Revenue Service to the effect that the Spinoff will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Internal Revenue Code and a tax-free distribution under Section 355 of the Internal Revenue Code to the holders of the stock of the Parent Guarantor. (x) Satisfaction of the Lender Parties and counsel for the Administrative Agent with respect to the tax treatment of the Borrower's debt as debt and not equity and the deductibility of interest thereunder. (xi) Evidence that Sodexho owns, directly or indirectly, not less than 40.01% of the voting stock of the Parent Guarantor. (xii) A copy of the fairness opinion with respect to the Transaction issued to the Board of Directors of the Parent Guarantor by ▇▇▇▇▇▇▇ Database Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated. (xiii) A guaranty in substantially the form of Exhibit E (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor. (xiv) A pledge agreement in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Parent Guarantor together with: (A) certificates representing the Pledged Shares referred to therein, accompanied by undated stock powers, duly executed in blank, (B) duly executed financing statements (Form UCC-1 or a comparable form), in suitable form for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the liens and security interests created under the Pledge Agreement and the priority thereof, (C) completed requests for information, dated on FE’s website no later than or before the Business Day immediately preceding Funding Date, listing all effective financing statements filed in the date jurisdictions referred to in clause (B) above that name the Parent Guarantor as debtor, together with copies of such Extension of Credit will be deemed to have been delivered under this clause (iv));other financing statements, and (vD) duly executed termination statements (Form UCC-3 or a comparable form) or the equivalent thereof in suitable form for filing under the Uniform Commercial Code of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security interests in the Collateral described in the Pledge Agreement (other than liens and security interests permitted to continue under the terms of the Pledge Agreement), duly executed by the appropriate secured party. (xv) Certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties (it being understood that the Base Transaction Documents are satisfactory to the Lender Parties and their legal counsel), together with all agreements, instruments and other documents delivered in connection therewith. (xvi) Certified copies of each contract with Sodexho listed on Schedule 4.01(aa), duly executed by the parties thereto. (xvii) A copy of the solvency opinion with respect to the Parent Guarantor after giving effect to the Transaction and the other transactions contemplated hereby, from American Appraisal Associates, Inc. (xviii) Evidence of insurance complying with the provisions of Section 5.01(d). (xix) A duly completed and executed Notice of Borrowing for each Advance to be made on the Funding Date. (xx) An opinion of ▇▇▇▇▇ Day▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Borrower, the Parent Guarantor and each Borrower;other Loan Party in substantially the form of Exhibit G-1 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (vixxi) An opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel for the Borrower, the Parent Guarantor and each other Loan Party, in substantially the form of Exhibit G-2 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxii) An opinion of Ober, Kaler, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, a Professional Corporation, Maryland counsel to the Loan Parties, in substantially the form of Exhibit G-3 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxiii) A certificate favorable opinion of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsShearman & Sterling, opinions, financial or other information, approvals and documents as counsel for the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its initial Advance to any Borrower, and extend credit under this Agreement for the obligation of each Fronting Bank to issue its initial Letter first time (the “Initial Extension of Credit, are ”) shall be subject to the prior or concurrent fulfillment or waiver of the following conditions precedent that on or before the date of any such Extension of Creditprior to July 31, 2021: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled or waived; (b) each Obligor shall have duly executed and delivered to the Administrative Agent each of the Credit Documents to which it is a party, including the Credit Documents referenced in Schedule B in each case in form and substance satisfactory to the Administrative Agent; (c) the Administrative Agent has received: (i) a duly certified copy of the articles of incorporation, articles of amalgamation, articles of association or similar documents and by-laws of each Obligor and each Specified Entity; (ii) a certificate of status or good standing for each Obligor and, subject to reasonable commercial efforts, each Specified Entity, in either case, issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor and Specified Entity is incorporated or otherwise formed; (iii) a duly certified copy of the resolution of the board of directors of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Obligor is a signatory; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under this Agreement; (vi) certificates representing all of the issued and outstanding Shares of the Obligors (other than the Borrower and only to the extent such shares are certificated) and the Specified Entities, duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (vii) an executed Disclosure Certificate; (viii) to the extent not delivered pursuant to Section 12.2(c)(vii), certified true copies of the Material Agreements; (ix) an opinion of counsel to the Borrower addressed to the Finance Parties and their counsel relating to the status and capacity of the Borrower, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which the Borrower and each other Obligor is a party as of the date hereof, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of the Borrower and each other Obligor and such other matters as the Administrative Agent may reasonably request; (x) the Title Opinion; (xi) a payout letter addressed to the Administrative Agent in customary form in respect of the Dowa Term Loan; (xii) evidence that the Permitted Refinancing has been completed or evidence that irrevocable arrangements have been entered into to complete the Permitted Refinancing (which irrevocable arrangements shall include an escrow agreement among the Administrative Agent, the Borrower, MPR, Operaciones, Dowa and a suitable and qualified escrow agent to specify the flow of funds in connection with the Permitted Refinancing); (xiii) evidence that an equity offering of the Borrower has been successfully completed in a sufficient amount to complete the Permitted Refinancing (together with the proceeds of this Facility, if necessary); and (xiv) requisite information to identify the Obligors under the applicable “know your client” legislation, Anti-Corruption Laws and Anti-Money Laundering and Terrorism Legislation, delivered sufficiently in advance for each Lender to complete such identification; (d) there shall exist no pending or threatened (in writing to an Obligor) litigation, proceedings or investigations which (i) contests the consummation of the Facility or any part thereof or (ii) could reasonably be expected to have a Material Adverse Effect; (e) all material licenses, permits, government approvals, land rights, franchises, authorizations and other rights necessary for the operation of the Mine shall be in full force and effect; (f) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to in this Agreement; (g) with respect to all Security Documents governed by the laws of jurisdictions other than Mexico, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated in this Agreement, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have received been made which, in the followingopinion of the Administrative Agent’s counsel, each dated acting reasonably, are desirable or required to make effective the same date Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority (except subject to Permitted Liens) of such Security, provided that, for avoidance of doubt, no consent, acknowledgement or other involvement shall be required from any counterparty to any Material Agreements or any other agreement, license, contract or similar document; (h) the Lenders shall have completed their due diligence review, which shall include, but shall not be limited to, the review and assessment of: (i) the Obligors and Specified Entities, (ii) resource and reserve estimates with respect to the Mine, (ii) the Financial Model, (iii) financial forecast, and (iv) legal due diligence with respect to the LGJV Agreement and all Material Agreements; (i) irrevocable arrangements satisfactory to the Administrative Agent providing for the financial statements referred repayment and cancellation of the Dowa Term Loan; (j) Confirmation of any amendments to in paragraph (iv))the LGJV Agreement, in form and substance satisfactory to the Administrative Agent Agent; (k) the Lenders and (except for any Note) with one copy for each Fronting Bank and each Lender:their counsel shall be satisfied, acting reasonably, that (i) This all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to in this Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;; and (ii) Certified copies of no Material Adverse Change has occurred since December 31, 2020, (l) the resolutions of Borrower shall have paid to the Board of Directors Administrative Agent (on its own behalf and on behalf of each Borrower approving other Lender) all reasonable and documented fees and expenses required to be paid under this Agreement and under the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerFee Letter; and (viim) Such other certifications, opinions, financial or other information, approvals and documents as the Borrower shall have paid all reasonable invoiced fees of the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused ’s professional advisors required to be paid, all of the fees payable in accordance with the Fee Letterspaid under this Agreement. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) A Note duly executed by the Borrower and payable to the order of each Lender that has requested the same. (ii) Completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each Borrower Party, and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions specified by the Administrative Agent that name any Borrower Party as debtor, together with copies of such financing statements. (iii) This Agreement, duly executed by each of the Loan Parties and the other parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;. (iiiv) Certified copies of the resolutions of the Board of Directors of the Parent on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiiv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has, if applicable, filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its Secretary, Assistant Secretary or Responsible Officer (or those of its general partner or managing member, if applicable) dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v) (or including a copy of such amendment), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as though made on and as of the date of the Initial Extension of Credit (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bix) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2020 of the Organizational Documents Parent, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit) and financial projections for the Parent’s consolidated operations. (ivx) Copies of Evidence that all insurance required to be maintained pursuant to the Disclosure Loan Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have has been delivered under this clause (iv));obtained and is in effect. (vxi) An opinion of ▇▇▇▇▇▇▇ DayProcter LLP, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsLoan Parties, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (bxii) The A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit and dated and delivered to the Administrative Agent shall have received at least three Business Days prior to the Fee Letters, duly executed by each of the parties theretoClosing Date. (cxiii) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters[intentionally omitted]. (dxiv) Prior A certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, stating that after giving effect to or concurrently with the making of such initial Initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementParent shall be in compliance with the covenants contained in Section 5.04, together with supporting information in each case, whether for principal, interest, fees or otherwise, shall have been paid form reasonably satisfactory to the Administrative Agent showing the computations used in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminateddetermining compliance with such covenants. (eA) The Administrative Agent shall have received all documentation and other information required reasonably requested by regulatory authorities under any Lender at least ten Business Days prior to the Closing Date in connection with applicable “know your customer” and anti- money anti-money-laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation, and (includingB) if the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, a Beneficial Ownership Certification for the avoidance of doubt, Beneficial Ownership Certifications), Borrower; in each case delivered at least five Business Days prior to the extent such documentation Closing Date. (b) After giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no Material Adverse Change since December 31, 2020. (c) There shall exist no action, investigation, litigation or information is requested proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Material Litigation from that described on Schedule 4.01(f) hereto. (d) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out‑of‑pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d2.17(d), duly completed and executed by each Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower (or the equivalent authorization, in the case of FET) approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case case, as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Agreement and each other Loan Document to which such Borrower is, or is to become, a party; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇ ▇▇ Day. ▇▇▇▇▇▇▇, special Associate General Counsel of FE, counsel for each Borrowerthe Borrowers, substantially in the form of Exhibit E hereto; (vi) An opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Borrowers, substantially in the form of Exhibit F hereto; (vii) An opinion of DLA Piper LLC (US), special Maryland counsel for TrAILCo, substantially in the form of Exhibit G hereto; (viii) An opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel for TrAILCo, substantially in the form of Exhibit H hereto; (ix) A certificate favorable opinion of an Authorized Officer King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerExhibit I hereto; and (viix) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent Borrowers and each Fronting Bank shall have received entered into an agreement, in form and substance satisfactory to such Fronting Bank, concerning fees payable by the Borrowers to such Fronting Bank for its own account (the “Fronting Bank Fee Letters, duly executed by each of the parties thereto”). (c) The Borrowers shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters, including, without limitation, the up-front fees payable to the Lenders. (d) Prior to or concurrently with the making of such initial Extension of Credit, all All amounts outstanding under the Existing FE TrAILCo Credit Agreement, in each caseFacility, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE TrAILCo Credit Agreement Facility shall have been terminated. (e) ATSI shall no longer be a “Borrower” under and as defined in the FE Credit Agreement, and all amounts payable by ATSI under the FE Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full. (f) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications)Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation agreement of each Lender to make its the initial Advance extension of credit requested to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Effective Date, of the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid on or prior to the Effective Date. (b) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Article IV are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Agent shall have received on or before the Effective Date the following, each dated the same date (except for the financial statements referred to in paragraph (iv))such day, in form and substance satisfactory to the Administrative Agent and (except for any Notethe Notes) with one copy in sufficient copies for each Fronting Bank and each Lender: (i) This Agreement, duly executed and delivered by the Borrower and each Lender listed on Schedule I. (ii) The Guaranty, executed and delivered by each Guarantor listed on Schedule II. (iii) The Notes to the order of the parties hereto, and Notes Lenders to the extent requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;2.16. (iiiv) Certified copies of the resolutions of the Board of Directors (or its equivalent) of each Borrower Loan Party approving this Agreement and the other each Loan Documents Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Loan Documents. (v) Certified copies of the charter and by-laws (or equivalent) for each Loan Party, together with good standing certificates (or equivalent) for each Loan Party from the jurisdiction in which each respective Loan Party is incorporated, formed or organized; (iiivi) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder hereunder. (vii) A favorable opinion of (x) DLA Piper LLP (US), counsel for the Borrower and (By) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day▇▇, special counsel Senior Vice President and General Counsel for each Borrower; (vi) A certificate the Loan Parties, substantially in the form of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect Exhibits G-1 and G-2 hereto and as to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents matters as the Administrative Agent, any Fronting Bank or any other Lender Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its initial Advance to any Borrower, Loans and of the obligation of each Fronting Issuing Bank to issue its initial Letters of Credit (other than an Existing Letter of Credit, are ) hereunder on the Closing Date is subject to the satisfaction or waiver in accordance with Section 9.08 of the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative Agent Each of the Loan Documents and other documentation relating to the Loans provided hereunder shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), be in form and substance reasonably satisfactory to the Administrative Agent and duly executed and delivered by each of the Loan Parties and other parties thereto; (except for any Noteb) with one copy for Administrative Agent shall have received, in respect of each Fronting Bank and each Lender:Loan Party, (i) This Agreement, duly executed by each the notes payable to the order of the parties hereto, and Notes Lenders to the extent requested by any Lender pursuant at least three Business Days prior to the Closing Date in accordance with Section 2.18(d2.04(e), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions each organizational or constitutive document (along with any amendments thereto) certified as of the Board of Directors of each Borrower approving this Agreement and Closing Date or a recent date prior thereto by the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documentsappropriate Governmental Authority; (iii) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such datethereunder; (iv) Copies resolutions of all the Disclosure board of directors (or similar governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (it being agreed that those Disclosure Documents publicly available v) a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated the Closing Date or a recent date prior thereto. (c) All reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of outside counsel) required to be paid to the Administrative Agent on or before the SEC’s Closing Date shall have been paid (including fees owed to the Lenders to be paid to the Administrative Agent for the accounts of the Lenders) to the extent invoiced at least three Business Days prior to the Closing Date. (d) The Administrative Agent and Lenders and their respective counsel shall have received originally executed copies of a favorable written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of & ▇▇▇▇▇▇▇▇ DayLLP, special counsel for the Loan Parties and (ii) local counsel the Loan Parties in states in which the Loan Parties are organized or formed, in each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction case, dated as of the conditions specified in Section 3.02(i) with respect to Closing Date, addressing such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents matters as the Administrative Agent, any Fronting Bank or any other Lender Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (be) Since December 31, 2014, there has been no event or occurrence that has had a Material Adverse Effect. (f) The Administrative Agent shall have received a certificate from the Fee Letters, duly executed by each chief financial officer of Holdings substantially in the parties thereto.form of Exhibit K. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (eg) The Administrative Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by a Financial Officer of the Borrowers, together with all attachments contemplated thereby. (h) Each Lender shall have received at least one Business Day prior to the Closing Date all documentation and other information required reasonably requested in writing by regulatory authorities under them at least three Business Days prior to the Closing Date in order to allow the Lenders to comply with applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation limitation, the Patriot Act USA PATRIOT Act. (includingi) The Refinancing shall be consummated concurrently with the occurrence of the Closing Date. (j) [Intentionally omitted.] (k) The Term Loan/Revolving Facility Intercreditor Agreement, for the avoidance Guarantee and Collateral Agreement and each other Security Document shall have been duly executed and delivered by each of doubtthe applicable Loan Parties, Beneficial Ownership Certifications)in each case, in form and substance reasonably satisfactory to the extent such documentation Administrative Agent and together therewith, the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) Proper uniform commercial code financing statements for all applicable jurisdictions of the Loan Parties as deemed necessary by the Administrative Agent in order to perfect and protect the Liens and security interests created or information is purported to be created pursuant to the Security Documents covering the Collateral; (ii) Copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (iii) For each Mortgaged Property specified on Schedule 1.01(c): (A) evidence as to whether such Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and, if such Mortgaged Property is a Flood Hazard Property, (I) evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (II) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (III) copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders Secured Parties; (B) mortgage amendments, supplements or restatements of the existing Mortgages, in each case, made for the purpose of providing that such Mortgages will secure the Obligations and in form and substance reasonably satisfactory to the Administrative Agent (the “Mortgage Amendments”) that have been duly executed, acknowledged and delivered by a duly authorized officer of the appropriate Loan Party and are in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable together with: (I) fully paid date-down and modification endorsements to the Mortgage Policies issued in connection with each existing Mortgage or, where such date-down or modification endorsements are not available to insure any such Mortgage, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a title insurer reasonably acceptable to the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent which insures that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, subject only to Liens permitted under the Loan Documents; and (II) favorable opinions of local counsel for the Loan Parties (1) in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of all Mortgages, as amended by the applicable Mortgage Amendments, and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent and (2) in states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Mortgage Amendments, in form and substance reasonably satisfactory to the Administrative Agent; (iv) Evidence of all insurance required to be maintained pursuant to Section 5.02, and evidence that the Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral; and (v) Evidence that such other documents, instruments or actions deemed necessary or advisable by the Administrative Agent to perfect and protect the Liens and security interests (and the first priority thereof with respect to Revolving Facility First Lien Collateral and the second priority thereof with respect to Term Facility First Lien Collateral) created or purported to be created pursuant to the Guarantee and Collateral Agreement shall have been duly delivered or completed, including, without limitation, the delivery of Uniform Commercial Code financing statements in proper form for filing for all applicable jurisdictions of the Loan Parties and provision having been made for the payment of any fees or taxes required in connection with the filing of such documents, instruments or financing statements, provided, however, that, each of the requirements set forth above in clause (iii) above, (except for the delivery of the evidence and documents referred to in clause (iii)(A) above) shall not constitute conditions precedent to the Borrowing on the Closing Date after the Borrowers’ use of commercially reasonable efforts to provide such items on prior to the date hereofClosing Date if the Borrowers agree to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within sixty (60) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe items specified in clauses (i) with one copy and (ii) below) in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and A Note payable to such Lender;the order of each Lender requesting the same. (ii) Completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such other financing statements, and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements). (iii) As to each Unencumbered Asset: (A) A current record owner and lien search performed by a title insurer acceptable to the Administrative Agent showing that the applicable Loan Party identified in Schedule II is the current record title holder of such Unencumbered Asset and showing no Liens on record other than Permitted Liens, (B) An American Land Title Association/American Congress on Surveying and Mapping form survey for which all necessary fees have been paid, dated no more than 90 days before the date of their delivery to the Administrative Agent and reasonably acceptable to the Administrative Agent with respect to each Unencumbered Asset referred to in clause (A) above of this Section 3.01(a)(iii), showing a metes and bounds description of such property, all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, (C) engineering, soils, environmental and other similar reports, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, and (D) evidence of the insurance required by Section 5.01(d). (iv) Certified copies of the resolutions of the Board of Directors Directors, general partner or managing member, as applicable, of each Borrower Loan Party and of each general partner or managing member (if any) of each Loan Party approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Documents;Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bix) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements for the year ending December 31, 2003 of the Organizational Documents Contributing Entities, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit). (ivx) Copies Evidence of all insurance (which may consist of binders or certificates of insurance with respect to the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on blanket policies of insurance maintained by the SEC’s ▇▇▇▇▇ Database Loan Parties with respect to property, commercial general liability and terrorism risks) with such responsible and reputable insurance companies or on FE’s website no later than associations, and in such amounts and covering such risks, as is satisfactory to the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv));Lender Parties. (vxi) An opinion of ▇▇▇▇▇▇ Day& ▇▇▇▇▇▇▇ LLP, special counsel for each Borrower;the Loan Parties, in substantially the form of Exhibit E-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixii) A certificate An opinion of an Authorized Officer ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Loan Parties, in substantially the form of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect Exhibit E-2 hereto and as to such Borrower; andother matters as any Lender Party through the Administrative Agent may reasonably request. (viixiii) Such other certificationsAn opinion of Shearman & Sterling LLP, opinions, financial or other information, approvals and documents as counsel for the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent. (xiv) A Notice of Borrowing or Notice of Issuance, such Fronting Bank or such other Lender (as applicable, and an Unencumbered Assets Certificate relating to the case may be)Initial Extension of Credit. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paidbe satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or caused defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions satisfactory to be paid, all of the fees payable in accordance with the Fee LettersLender Parties. (di) Prior to or The Formation Transactions and the IPO shall have been, substantially concurrently with herewith, consummated, (ii) the making Parent Guarantor shall have received gross cash proceeds from the IPO in an amount not less than $[ ], and (iii) the common shares of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, Parent Guarantor shall have been paid in full, all commitments to lend thereunder shall have been terminated, and listed on the Existing FE Credit Agreement shall have been terminatedNew York Stock Exchange. (e) The Administrative Agent Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have received all documentation occurred no material adverse change in the business, condition (financial or otherwise) results of operations or prospects of Digital Realty Predecessor since December 31, 2003. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and information required there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Loan Documents shall have been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent such documentation Lender Parties) and shall remain in effect, and no law or information is requested regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (h) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent, subject to the terms of the Fee Letter).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, A Note duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;the order of each Lender that has requested the same. (ii) [Intentionally Omitted]. (iii) As to each Unencumbered Asset: (A) [Intentionally Omitted], (B) evidence satisfactory to the Administrative Agent that the applicable owner or lessee, as applicable, of such Unencumbered Asset shall be in compliance with the requirements of Section 5.02(p), (C) [Intentionally Omitted], (D) [Intentionally Omitted], (E) [Intentionally Omitted], (F) certified copies of each Management Agreement, Franchise Agreement, and, to the extent applicable, Qualifying Ground Lease, in each case together with all amendments thereto, entered into with respect to each of the Unencumbered Assets, (G) copies of all leases (including, without limitation, all leases with Affiliates and Operating Leases) and Material Contracts relating to each of the Unencumbered Assets, and (iv) This Agreement duly executed by the Loan Parties and the other parties hereto. (v) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to be, be a party (the “Closing Authorizing Resolution”), and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. Notwithstanding the foregoing, if the information required in this subsection (vi) shall have previously been delivered to the Administrative Agent, the Administrative Agent will accept, in lieu of such materials (other than with respect to evidence of good standing and current payment of franchise taxes), a certificate from the applicable Loan Party that there has been no change to such materials since the date most recently provided to the Administrative Agent. (vii) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. Notwithstanding the foregoing, if the information required in this subsection (vii) shall have previously been delivered to the Administrative Agent, the Administrative Agent will accept, in lieu of such materials (other than with respect to evidence of good standing and current required annual reports), a certificate from the applicable Loan Party that there has been no change to such materials since the date most recently provided to the Administrative Agent. (viii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President, Executive Chairman or Chief Manager and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bx) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2017 of the Organizational Documents Parent Guarantor, interim financial statements dated the end of such Borrower, in each case as in effect on such date;the most recent fiscal quarter for which financial statements are available and for the nine months then ended and financial projections for the Parent Guarantor’s consolidated operations. (ivxi) Copies Evidence of all insurance (which may consist of binders or certificates of insurance) with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv));Lender Parties. (vxii) An opinion of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ Day& ▇▇▇▇▇, special P.C., New York counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit F-1 hereto and as to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents matters as any Lender Party through the Administrative Agent, any Fronting Bank or any other Lender Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (bxiii) The An opinion of local counsel for the Loan Parties (A) from ▇▇▇▇▇▇▇ LLP in substantially the form of Exhibit F-2 hereto, and (B) from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP in substantially the form of Exhibit F-3 hereto, in each case covering such other matters as any Lender Party through the Administrative Agent shall have received the Fee Letters, duly executed by each of the parties theretomay reasonably request. (cxiv) The Borrowers shall have paidA Notice of Borrowing or Notice of Issuance, or caused as applicable, relating to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation dated and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.delivered not less than three

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This A Note payable to the order of each Lender. (ii) A security agreement in substantially the form of Exhibit F hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the "SECURITY AGREEMENT"), duly executed by each Loan Party that owns Borrowing Base Assets, together with: (A) acknowledgment copies of proper financing statements, duly filed on or before the day of the Initial Extension of Credit under the Uniform Great Wolf Senior Secured Revolving Credit Facility Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents, covering the Collateral described therein, (B) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above and in such other jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such other financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (D) evidence of the insurance required by the terms of the Security Agreement, (E) copies of the Assigned Agreements referred to in the Security Agreement (which shall include, without limitation, the Management Agreement with respect to each Borrowing Base Asset), together with a consent to such assignment, in substantially the form of Exhibit C to the Security Agreement, duly executed by each party to such Assigned Agreements other than the Loan Parties; (F) certified copies of each management agreement and all amendments thereto, entered into on or before the Closing Date with respect to each Borrowing Base Asset, (G) a subordination agreement, in form and substance satisfactory to the Collateral Agent, executed and delivered by the manager of each Borrowing Base Asset, (H) a licensor's consent and subordination of license agreement with respect to each Borrowing Base Asset, in form and substance satisfactory to the Administrative Agent, executed and delivered by each of the parties heretothereto, (I) a recognition agreement with respect to each Borrowing Base Asset, in form and Notes requested substance satisfactory to the Administrative Agent, executed and delivered by any Lender each of the parties thereto, and (J) evidence that all other action that the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC termination statements and landlords' and bailees' waiver and consent agreements). (iii) Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit G hereto (together with each other deed of trust, trust deed and mortgage delivered pursuant to Section 2.18(d5.01(j), in each case as amended, the "MORTGAGES") and assignments of leases and Great Wolf Senior Secured Revolving Credit Facility rents in substantially the form of Exhibit H hereto (together with each other assignment of leases and rents delivered pursuant to Section 5.01(j), in each case as amended, the "ASSIGNMENTS OF LEASES") (in each case with such changes as may be required to account for local law matters and otherwise satisfactory in form and substance to the Collateral Agent) covering all Borrowing Base Assets, duly completed executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages and Assignments of Leases have been duly executed, acknowledged and delivered on or before the day of the Initial Extension of Credit and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the collateral described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all required affidavits, tax forms and filings pertaining to any applicable documentary stamp, intangible and mortgage recordation taxes have been executed and delivered by all appropriate parties and are in form suitable for filing with all applicable governmental authorities, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "MORTGAGE POLICIES") in form and substance, with endorsements (including zoning endorsements where available) and in amount acceptable to the Collateral Agent, issued, coinsured and reinsured by title insurers acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable, and with respect to any such property located in a State in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form reasonably acceptable to the Collateral Agent, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys for which all necessary fees have been paid, dated no more than 30 days before the date of their delivery to the Collateral Agent, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Collateral Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Collateral Agent, (D) engineering, soils, environmental and other similar reports as to the properties described in the Mortgages, in form and substance and from professional firms acceptable to the Collateral Agent, Great Wolf Senior Secured Revolving Credit Facility (E) estoppel and consent agreements, in form and substance satisfactory to the Administrative Agent, executed by each Borrower and payable of the lessors of any leased Borrowing Base Assets listed on Schedule 4.01(r) hereto, along with (1) a memorandum of lease in recordable form with respect to such Lender;leasehold interest, executed and acknowledged by the owner of the affected Borrowing Base Asset, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent's reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agent, (iiF) evidence of the insurance required by the terms of the Mortgages, (G) an Appraisal of each Borrowing Base Asset described in the Mortgages, and (H) such other consents, agreements, Affiliate lease subordination agreements and confirmations of lessors and third parties as the Administrative Agent may reasonably deem necessary or desirable and evidence that all other action that the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. (iv) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiiv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party and to the extent and in the form such certificates are customarily issued, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary's office and (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. Great Wolf Senior Secured Revolving Credit Facility (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or Chief Financial Officer or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) or a Responsible Officer of the Parent Guarantor and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bix) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries and the Predecessors as the Lender Parties shall have requested, including, without limitation, to the extent applicable, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements for the year ending December 31, 2003 of the Organizational Documents Predecessors, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties' due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit). Great Wolf Senior Secured Revolving Credit Facility (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (vx) An opinion of ▇▇▇▇▇ Day▇▇▇, special Diamond & Ash, counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit E-1 hereto and as to such Borrower; andother matters as any Lender Party through the Administrative Agent may reasonably request. (viixi) Such An opinion of King & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit E-2 hereto and as to such other certificationsmatters as any Lender Party through the Administrative Agent may reasonably request. (xii) Opinions of local counsel for the Loan Parties in the states in which the Borrowing Base Assets are located, opinionsin substantially the form of Exhibit E-3 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xiii) An opinion of Shearman & Sterling LLP, financial or other information, approvals and documents as counsel for the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent. (xiv) A Notice of Borrowing or Notice of Issuance, such Fronting Bank or such other Lender (as applicable, and a Borrowing Base Certificate relating to the case may be)Initial Extension of Credit. (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.Lender P

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facilities is subject to the fulfilment, on or prior to July 29, 2007, of the following conditions precedent that on at the time, or before the date immediately following, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled; (b) each Obligor has executed and delivered to the Administrative Agent the Guarantees and the Security Documents to which it is a party; (c) each Subsidiary has executed and delivered to the Administrative Agent the Postponement and Subordination Undertaking in form and substance satisfactory to the Administrative Agent; (d) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the articles of incorporation and by-laws or comparable documents of each Obligor; (ii) a certificate of status or good standing for each Obligor issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated (other than with respect to any Subsidiary whose jurisdiction of incorporation does not customarily offer such certificates); (iii) a duly certified copy of the resolution of the board of directors and, where applicable, of the shareholders of each Obligor authorizing it to execute, deliver and perform its obligations under the Credit Documents to which such Obligor is a signatory and, in the case of each Full Recourse Guarantor, a duly certified copy of the resolution of the board of directors (if required under the constating documents or by-laws of such Subsidiary) of such Full Recourse Guarantor authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory (other than with respect to any subsidiary with respect to the Credit Documents to which it is a signatory are all executed before a notary public); (v) a certificate of a senior officer of the Parent, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facilities; (vi) a compliance certificate of the Parent as of the date of the initial extension of credit, satisfactory to the Lenders and giving effect to such initial extension of credit and any Permitted Acquisition funded therewith (all calculations in respect of the financial covenants hereunder shall have received be based on the following, each dated financial information of the same date (except Parent for the financial statements referred Fiscal Quarter ending March 31, 2007 and adjusted for such initial extension of credit and assuming the completion of the aforesaid acquisition on April 1, 2006); (vii) share certificates representing all of the issued and outstanding shares of the Pledged Subsidiaries, in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney or, where applicable, notices to the relevant share accountholder where the shares are in paragraph uncertificated form; and (iv))viii) to the extent required, an updated Schedule G and J; (e) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lenderthe Lenders: (i) This Agreementan opinion of counsel to each Obligor, duly executed by each addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the parties hereto, Credit Documents to which such Obligor is a party in the jurisdiction of incorporation of such Obligor and Notes requested by any Lender pursuant to Section 2.18(d), duly completed in the Province of Ontario and executed by each Borrower and payable to such Lender;other matters as the Lenders may reasonably request; and (ii) Certified copies an opinion of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action Administrative Agent's counsel with respect to this Agreement such matters as may be reasonably required by the Lenders in connection with the transactions hereunder (including, without limitation, the legality, validity and binding nature obligations of each Obligor under, and the enforceability against each such Loan Documents; (iii) A certificate Obligor of, the Credit Documents which are governed by the laws of the Secretary or an Assistant Secretary Province of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)Ontario); (vf) An opinion there shall exist no pending or threatened litigation, proceedings or investigations which (x) contest the consummation of ▇▇▇▇▇ Day, special counsel for each Borrowerthe Credit Facilities or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; (vig) A certificate all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of an Authorized Officer all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of each Borrower certifying title and other documents and instruments to the satisfaction Administrative Agent shall have been made which, in the opinion of the conditions specified Administrative Agent's counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created by the Obligors in Section 3.02(ifavour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended first-ranking priority of such security; (h) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws (including, without limitation, all securities laws, requirements and policies) have been complied with in respect of all agreements and transactions referred to such Borrowerherein; (i) all current account documentation required by the Administrative Agent has been executed and delivered by the Borrowers; and (viij) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory Borrowers shall have paid to the Administrative Agent, such Fronting Bank or such other Lender (as Agent and the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused Lenders all fees and expenses required to be paid, all paid on or before the initial extension of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding credit under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminatedFacilities. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) A Note duly executed by the Borrower and payable to the order of each Lender that has requested the same. (ii) Completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such financing statements. (iii) This Agreement, duly executed by each of the Loan Parties and the other parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;. (iiiv) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiiv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has, if applicable, filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its Secretary, Assistant Secretary or Responsible Officer (or those of its general partner or managing member, if applicable) dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v) (or including a copy of such amendment), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as though made on and as of the date of the Initial Extension of Credit (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bix) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2017 of the Organizational Documents Parent Guarantor, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit) and financial projections for the Parent Guarantor’s consolidated operations. (ivx) Copies of Evidence that all insurance required to be maintained pursuant to the Disclosure Loan Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have has been delivered under this clause (iv));obtained and is in effect. (vxi) An opinion of ▇▇▇▇▇▇▇ DayProcter LLP, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsLoan Parties, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (bxii) The A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit and dated and delivered to the Administrative Agent shall have received at least three Business Days prior to the Fee Letters, duly executed by each of the parties theretoClosing Date. (cxiii) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters[intentionally omitted]. (dxiv) Prior A certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, stating that after giving effect to or concurrently with the making of such initial Initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementParent Guarantor shall be in compliance with the covenants contained in Section 5.04, together with supporting information in each case, whether for principal, interest, fees or otherwise, shall have been paid form reasonably satisfactory to the Administrative Agent showing the computations used in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminateddetermining compliance with such covenants. (eA) The Administrative Agent shall have received all documentation and other information required reasonably requested by regulatory authorities under any Lender at least ten Business Days prior to the Closing Date in connection with applicable “know your customer” and anti- money anti-money-laundering rules and regulations, including without limitation the Patriot Act Act, and (includingB) if the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, a Beneficial Ownership Certification for the avoidance of doubt, Beneficial Ownership Certifications), Borrower; in each case delivered at least five Business Days prior to the extent such documentation Closing Date. (b) After giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no Material Adverse Change since December 31, 2017. (c) There shall exist no action, investigation, litigation or information is requested proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Material Litigation from that described on Schedule 4.01(f) hereto. (d) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out‑of‑pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;; 62 753190870 (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its Advances on the occasion of the initial Advance Borrowing is subject to any Borrowerthe condition that, and on or prior to the obligation date of each Fronting Bank to issue its initial Letter such first Extension of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated as of the same date (except for the financial statements referred to in paragraph (iv)unless otherwise indicated), and each in form and substance reasonably satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (ia) This this Agreement, duly executed by the Borrower, each of the parties hereto, Lenders and Notes the Administrative Agent and acknowledged by the Parent; (b) if requested by any Lender pursuant Lender, a Note, payable to Section 2.18(d)such Lender, duly completed and executed by each Borrower and payable to such Lenderthe Borrower; (iic) Certified copies all documents that the Administrative Agent and the Lenders may reasonably request relating to the existence of the resolutions Borrower and the Parent, the corporate authority for and the validity of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect matters relevant hereto, all in form and substance reasonably satisfactory to this Agreement the Administrative Agent and such Loan Documents; (iii) A the Lenders, including a certificate of incumbency of each of the Borrower and the Parent, signed by the Secretary or an Assistant Secretary of each the Borrower and the Parent, certifying (A) as to the names and names, true signatures and incumbency of the officer or officers of such Borrower authorized to sign each execute and deliver the Loan Document Documents (other than the Support Agreement) to which such Borrower is, or each is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct attaching certified copies of the Organizational following items: (i) the Support Agreement and the Financial Services Agreement, (ii) the Borrower’s and the Parent’s Certificates of Incorporation, (iii) the Borrower’s and the Parent’s By-laws, (iv) the actions taken by the board of directors of the Borrower and the Parent authorizing the Borrower’s and the Parent’s execution, delivery and performance of this Agreement and the other Loan Documents (other than the Support Agreement) to which each is a party, and (v) all governmental and other third party consents or approvals (if any) required in connection with the execution, delivery and performance of such Borrower, in each case as in effect on such datethe Loan Documents (other than the Support Agreement) by the Borrower and the Parent; (ivd) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv));[Reserved.] (ve) An an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ Day& ▇▇▇▇▇▇▇ LLP, special counsel for each Borrowerthe Borrower and the Parent; (vif) A certificate of an Authorized Officer of each Borrower certifying the satisfaction certificates of the conditions specified Secretary of State of Delaware as to the good standing of the Borrower and the Parent as Delaware corporations; (i) the unaudited balance sheet of the Borrower as of September 30, 2019 and the related unaudited statements of income and cash flows for the portion of the Fiscal Year then ended, and (ii) the audited financial statements referenced in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be4.05(a). (bh) The at least five (5) Business Days prior to the Closing Date, documentation and other information requested by the Administrative Agent shall have received from the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, Borrower and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation Parent in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the Act and information required by regulatory authorities under any applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act ; (including, for the avoidance i) payment of doubt, Beneficial Ownership Certifications), all reasonable and documented fees and expenses of counsel to the extent Administrative Agent (directly to such documentation or information is counsel if requested by the Administrative Agent Agent) to the extent accrued and unpaid and invoiced to the Borrower prior to or on behalf the Closing Date; (j) [Intentionally Omitted]; and (k) such other documents, approvals, and opinions as may be mutually agreed by the Borrower and the Administrative Agent. Without limiting the generality of the Lenders provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereofClosing Date specifying its objection thereto.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender and each Swing Line Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Swing Line Lender, each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower (or the equivalent authorization, in the case of Allegheny) approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Agreement and each other Loan Document to which such Borrower is, or is to become, a party and (D) solely with respect to the certificate of FES, that attached thereto are true and correct copies of the Genco Guarantees; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day▇. ▇▇▇▇▇, special Associate General Counsel of FE, counsel for each Borrowerthe Borrowers, substantially in the form of Exhibit F hereto; (vi) An opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Borrowers, substantially in the form of Exhibit G hereto; (vii) A certificate favorable opinion of an Authorized Officer King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerExhibit H hereto; and (viiviii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank Bank, such Swing Line Lender or such other Lender (as the case may be). (b) The Administrative Agent Borrowers and each Fronting Bank shall have received entered into an agreement, in form and substance satisfactory to such Fronting Bank, concerning fees payable by the Borrower to such Fronting Bank for its own account (the “Fronting Bank Fee Letters, duly executed by each of the parties thereto”). (c) The Borrowers shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters, and the Borrowers shall have paid all the fees payable in accordance with the Fronting Bank Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all All amounts outstanding under the Existing FE Credit Agreement, in each caseFacilities, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement Facilities shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications)Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its initial Advance to any Borrower, Loans and of the obligation of each Fronting Issuing Bank to issue its initial Letter Letters of Credit, are Credit hereunder on the Closing Date is subject to the satisfaction or waiver in accordance with Section 9.08 of the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative Agent shall have received Each of the following, each dated Loan Documents and other documentation relating to the same date Loans provided hereunder (except for in the financial statements referred case of any documentation to be delivered in paragraph (iv)), accordance with Section 5.14) shall be in form and substance reasonably satisfactory to the Administrative Agent and duly executed and delivered by each of the Loan Parties and other parties thereto; (except for any Noteb) with one copy for Administrative Agent shall have received, in respect of each Fronting Bank and each Lender:Loan Party, (i) This Agreement, duly executed by each the notes payable to the order of the parties hereto, and Notes Lenders to the extent requested by any Lender pursuant at least three Business Days prior to the Closing Date in accordance with Section 2.18(d2.04(e), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions each organizational or constitutive document (along with any amendments thereto) certified as of the Board of Directors of each Borrower approving this Agreement and Closing Date or a recent date prior thereto by the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documentsappropriate Governmental Authority; (iii) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such datethereunder; (iv) Copies resolutions of all the Disclosure Documents board of directors (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date similar governing body) of such Extension Loan Party approving and authorizing the execution, delivery and performance of Credit will this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be deemed to have been delivered under this clause (iv));bound as of the Closing Date, as well as the transactions contemplated hereunder and the commencement of the Chapter 11 Cases, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (v) An opinion a good standing certificate from the applicable Governmental Authority of ▇▇▇▇▇ Daysuch Loan Party’s jurisdiction of incorporation, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying organization or formation dated the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial Closing Date or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties a recent date prior thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, Chapter 11 Cases shall have been paid in full, all commitments to lend thereunder shall have been terminatedcommenced by the Debtors, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation be reasonably satisfied with the form and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation substance of the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested First Day Orders sought by the Administrative Agent Debtors and entered on behalf of the Lenders or prior to the date hereofClosing Date (including a cash management order).

Conditions Precedent to Initial Extension of Credit. The In addition to satisfying each of the conditions precedent set forth in Section 3.3, the obligation of each Lender to make its the initial Advance to Advances (or otherwise extend any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are credit hereunder) is subject to the prior fulfillment, to the satisfaction of Lender, of each of the conditions precedent that on or before the date of any such Extension of Creditset forth below: (a) The Administrative Agent the Closing Date shall occur on or before June 24, 2003; (b) Lender shall have received all financing statements required by Lender, and Lender shall have received searches reflecting the following, filing of all such financing statements; (c) Lender shall have received each dated of the same date (except for the financial statements referred to in paragraph (iv))following documents, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank Lender, duly executed, and each Lendersuch document shall be in full force and effect: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Control Agreements, (ii) Certified copies the Disbursement Letter, (iii) the Fee Letter, (iv) the Mortgages, together with any consents required for such Mortgages, (v) the Officers' Certificate, (vi) the Intercreditor Agreement and the Subordination of Mortgage, (vii) the Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (viii) the Intercompany Subordination Agreement, (ix) the Management Fees Subordination Agreement, (x) the Construction Security Agreements, (xi) the Fixed Price Contract, and (xii) the Management Agreement, together with any subordination agreements with respect to management fees under such agreements; (d) Lender shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of the Board such Borrower's board of Directors directors (or comparable manager) authorizing its execution, delivery, and performance of each Borrower approving this Agreement and the other Loan Documents to which it is, or such Borrower is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the authorizing specific officers of such Borrower authorized to sign execute the same; (e) Lender shall have received copies of each Loan Document to which such Borrower isBorrower's Governing Documents, as amended, modified, or is supplemented to becomethe Closing Date, certified by the Secretary of such Borrower; (f) Lender shall have received a party and certificate of status with respect to each Borrower, dated within 10 days of the other documents Closing Date, such certificate to be delivered hereunder and (B) that attached thereto are true and correct copies issued by the appropriate officer of the Organizational Documents jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in each case as good standing in effect on such datejurisdiction; (ivg) Copies Lender shall have received certificates of all status with respect to each Borrower, each dated within 30 days of the Disclosure Documents Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later other than the Business Day immediately preceding the date jurisdiction of organization of such Extension of Credit will Borrower) in which its failure to be deemed to have been delivered under this clause (iv))duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (vh) An opinion Lender shall have received a certificate of ▇▇▇▇▇ Dayinsurance, special counsel for each Borrowertogether with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Lender; (vii) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) Lender shall have received Collateral Access Agreements with respect to such Borrower; andthe following locations: Parent's off-track betting location in New Iberia, Louisiana and Parent's location in Lafayette, Louisiana; (viij) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all shall have received opinions of Borrowers' counsel in form and substance satisfactory to the Administrative AgentLender, such Fronting Bank or such other Lender (opinions to include regulatory opinions as to the case may be).due issuance and valid existence of Borrowers' Gaming License; (bk) The Administrative Agent Lender shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (l) Lender shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to Lender, the results of which shall be satisfactory to Lender; (m) Lender shall have received completed reference checks with respect to Borrowers' senior management, the results of which are satisfactory to Lender in its sole discretion; (n) Lender shall have received the Fee Letters, duly executed Closing Date Business Plan; (o) Borrowers shall pay all Lender Expenses incurred in connection with the transactions evidenced by each this Agreement; (p) Lender shall have received (i) appraisals of the parties thereto.Real Property Collateral satisfactory to Lender, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Lender (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Lender assuring Lender that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Lender; (cq) The Lender shall have received copies of the Senior Note Documents; (r) Borrowers shall have paidreceived all licenses (including the Gaming Licenses), approvals or caused to be paidevidence of other actions required by any Governmental Authority, all including the Louisiana Regulatory Authorities, in connection with the execution and delivery by Borrowers of this Agreement or any other Loan Document or with the consummation of the fees payable transactions contemplated hereby and thereby; and (s) all other documents and legal matters in accordance connection with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit transactions contemplated by this Agreement shall have been terminated. delivered, executed, or recorded and shall be in form and substance satisfactory to Lender. Notwithstanding the foregoing, Lender is under no obligation to make the initial Advance (eor otherwise to extend any credit provided for hereunder) The Administrative Agent shall have received unless and until all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation of the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), conditions set forth in Section 3.3 below are satisfied to the extent such documentation or information is requested by the Administrative Agent on behalf satisfaction of the Lenders prior to the date hereofLender.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facility is subject to the fulfilment of the following conditions precedent that on at the time, or before the date immediately following, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled; (b) each Obligor has executed and delivered to the Administrative Agent shall have received the following, Guarantees re: Credit Agreement to which it is a party; (c) each dated relevant Subsidiary has executed and delivered to the same date Administrative Agent the Postponement and Subordination Undertaking in form and substance satisfactory to the Administrative Agent; (except for d) the financial statements referred to in paragraph (iv))Administrative Agent has received, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (i) This Agreement, a duly executed by each certified copy of the parties hereto, articles of incorporation and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by by-laws or comparable documents of each Borrower and payable to such LenderObligor; (ii) Certified copies a certificate of status or good standing for each Obligor issued by the appropriate governmental body or agency of the resolutions of the Board of Directors of each Borrower approving this Agreement and the jurisdiction in which such Obligor is incorporated (other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action than with respect to this Agreement and any Obligor whose jurisdiction of incorporation does not customarily offer such Loan Documentscertificates); (iii) A certificate a duly certified copy of the Secretary or an Assistant Secretary resolution of the board of directors and, where applicable, of the shareholders of each Borrower certifying (A) Obligor authorizing it to execute, deliver and perform its obligations under the names and true signatures of the officers of such Borrower authorized to sign each Loan Document Credit Documents to which such Borrower is, or Obligor is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such datesignatory; (iv) Copies a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory (other than with respect to any Subsidiary with respect to the Finance Documents to which it is a signatory are all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)executed before a notary public); (v) An opinion a certificate of ▇▇▇▇▇ Daya senior officer of the Borrower, special counsel in such capacity, certifying that, to the best of its knowledge after due inquiry, (x) no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facility and (y) the Guarantors’ Aggregate Revenue (for each Borrowerpurposes of this condition only, the revenue of MASA for the Fiscal Quarter ending September 30, 2009 shall be annualized) at such time exceeds the Guarantee Cover Threshold at such time and providing details thereof; (vi) A certificate an opinion of an Authorized Officer counsel to each Obligor, addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of each Borrower certifying such Obligor, the satisfaction due authorization, execution and delivery and the validity and enforceability of the conditions specified Credit Documents to which such Obligor is a party in Section 3.02(ithe jurisdiction of incorporation of such Obligor and in the Province of Ontario and such other matters as the Lenders may reasonably request; (vii) an opinion of the Administrative Agent’s counsel with respect to such Borrowermatters as may be reasonably required by the Lenders in connection with the transactions hereunder (including, without limitation, the legality, validity and binding nature obligations of each Obligor under, and the enforceability against each such Obligor of, the Credit Documents which are governed by the laws of the Province of Ontario); (viii) a certified copy of the Note Purchase Agreement; and (viiix) Such other certifications, opinions, financial or other information, approvals and documents as requisite information to identify the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding Obligors under the Existing FE Credit Agreementapplicable “know your client” legislation, delivered sufficiently in advance for each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments Lender to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated.complete such identification; (e) The there shall exist no pending or threatened litigation, proceedings or investigations which (x) contest the consummation of the Credit Facility or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; (f) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have received been given and that all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act relevant laws (including, for the avoidance without limitation, all securities laws, requirements and policies) have been complied with, and all searches and registrations made, in respect of doubtall agreements and transactions referred to herein; (g) there shall not have occurred a Material Adverse Change since September 30, Beneficial Ownership Certifications), to the extent such 2009; (h) all current account documentation or information is requested required by the Administrative Agent has been executed and delivered by the Borrower; (i) the Borrower shall have paid to the Administrative Agent and the Lenders all fees and expenses required to be paid on behalf or before the initial extension of credit under the Credit Facility; and (j) the Existing Credit Facilities shall have been repaid in full and all commitments of the Lenders prior to the date hereoflenders with respect thereto terminated and all security and guarantee documentation with respect thereto shall have been released and discharged.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;; 62 753191373 (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, A Note duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;the order of each Lender that has requested the same. (ii) [Intentionally Omitted]. (iii) As to each Unencumbered Asset: (A) [Intentionally Omitted], (B) evidence satisfactory to the Administrative Agent that the applicable owner or lessee, as applicable, of such Unencumbered Asset shall be in compliance with the requirements of Section 5.02(p), (1) the most recently prepared land survey for such Unencumbered Asset, prepared by a land surveyor duly registered and licensed in the State in which the property described in such survey is located, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent and (2) a certificate of a Responsible Officer of the Borrower confirming that there have been no material changes to the dimensions or locations of the land or improvements shown in such survey since the date of such survey, (D) most recently prepared engineering, soils, seismic (for those Unencumbered Assets located in seismic zones 3 or 4), environmental and other similar reports as to the Unencumbered Assets, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) copies of all material licenses, permits and approvals, including, without limitation, any liquor license, innkeeper’s license and certificate of occupancy for each Unencumbered Asset, (F) certified copies of each Management Agreement, Franchise Agreement, and, to the extent applicable, Qualifying Ground Lease, in each case together with all amendments thereto, entered into with respect to each of the Unencumbered Assets, (G) copies of all leases (including, without limitation, all leases with Affiliates and Operating Leases) and Material Contracts relating to each of the Unencumbered Assets, and (iv) This Agreement duly executed by the Loan Parties and the other parties hereto. (v) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to be, be a party (the “Closing Authorizing Resolution”), and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vii) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President, Executive Chairman or Chief Manager and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bx) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2014 of the Organizational Documents Parent Guarantor, interim financial statements dated the end of such Borrower, in each case as in effect on such date;the most recent fiscal quarter for which financial statements are available and for the nine months then ended and financial projections for the Parent Guarantor’s consolidated operations. (ivxi) Copies Evidence of all insurance (which may consist of binders or certificates of insurance) with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Disclosure Documents Lender Parties. (it being agreed that those Disclosure Documents publicly available on xii) An opinion of Kleinberg, Kaplan, W▇▇▇▇ & C▇▇▇▇, P.C., New York counsel for the SEC’s Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit F-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xiii) An opinion of local counsel for the Loan Parties (A) from Hunton & W▇▇▇▇▇▇▇ Database or on FE’s website no later than LLP, in substantially the Business Day immediately preceding the date form of such Extension of Credit will be deemed to have been delivered under this clause Exhibit F-2 hereto, (iv)); (vB) An opinion of from V▇▇▇▇▇▇ DayLLP in substantially the form of Exhibit F-3 hereto, special counsel for and (C) from H▇▇▇▇, ▇▇▇▇▇ & A▇▇▇▇▇, LLP in substantially the form of Exhibit F-4 hereto, in each Borrower;case covering such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixiv) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit and dated and delivered not less than three (3) Business Days prior to the date of the Initial Extension of Credit. (xv) A certificate of an Authorized signed by a Responsible Officer of each Borrower certifying the satisfaction Borrower, dated the Closing Date, stating that after giving effect to the Initial Extension of Credit the conditions specified Parent Guarantor shall be in compliance with the covenants contained in Section 3.02(i) 5.04, together with respect supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such Borrower; andcovenants. (viixvi) Such other certifications, opinions, financial or other information, approvals and documents as A breakage indemnity letter agreement executed by the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all Borrower in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender Agent and dated and delivered to the Administrative Agent at least three (as 3) Business Days prior to the case may be)Closing Date. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paid, or caused be satisfied that all Existing Debt shall be on terms and conditions reasonably satisfactory to be paid, all of the fees payable in accordance with the Fee LettersLender Parties. (d) Prior Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, assets, properties, liabilities (actual or concurrently with the making of such initial Extension of Creditcontingent), all amounts outstanding under the Existing FE Credit Agreementoperations, in each case, whether for principal, interest, fees condition (financial or otherwise) or prospects of the Loan Parties since December 31, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2014. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Material Litigation from that described on Schedule 4.01(f) hereto. (f) All governmental and information required third party consents and approvals necessary in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Loan Documents shall have been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) Each Subsidiary Guarantor shall have complied with the requirements of Section 5.02(p) and provided evidence of such documentation or information is requested by compliance satisfactory to the Administrative Agent. (h) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent). (i) The Existing Credit Agreement shall have been, or substantially simultaneously with the effectiveness hereof shall be, terminated and all Obligations thereunder paid in full.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit:under this Agreement (a) The Administrative Agent the Borrower shall have received duly executed and delivered to the following, each dated Agent the same date (except for the financial statements referred to in paragraph (iv))Credit Documents, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such LenderAgent; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (Ab) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower isAgent shall have received, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent: (i) a Drawdown Notice in respect of the advance of (A) the Gold Loan Facility Commitment Amount, and (B) the Standby Line Facility (if any), in each case, duly executed by the Borrower and containing a detailed description of expenditures to be funded thereby; (ii) a promissory note in the principal amount of the advance under the Gold Loan Facility, duly executed by the Borrower; (iii) a grid promissory note in respect of the Standby Line Facility, executed by the Borrower; (iv) certificates of status or other similar type of evidence for the Borrower from all Relevant Jurisdictions; (v) certified copies of the constating documents of the Borrower; (vi) certified copies of the directors’ resolutions of the Borrower with respect to its authorization, execution and delivery of the Credit Documents; (vii) a certificate of an officer of the Borrower as to corporate matters and certifying that (A) all of the representations and warranties of the Borrower contained herein or in any other Credit Document are true and correct on and as of such date, (B) all covenants of the Borrower to be completed on or before such date have been duly performed; and (C) no Default or Event of Default has occurred and is continuing; (viii) Exchange and all other regulatory approvals, including approvals to the transactions contemplated herein, if required; (ix) releases, discharges and postponements (in registrable form where appropriate) covering all Liens or other encumbrances affecting the Secured Assets which are not Permitted Liens, if any, or an undertaking satisfactory to the Agent to provide such releases, discharges and postponements; (x) evidence that all Liens granted to the Agent pursuant to the Credit Documents have been duly perfected and registered in all Relevant Jurisdictions and any other relevant jurisdiction as required by the Agent and its counsel; (xi) an irrevocable direction to pay with respect to the advance made under (i) the Gold Loan Facility; and (ii) the Standby Line Facility, if applicable; (xii) opinions of Canadian and United States counsel to the Borrower relating to, among other things, the subsistence of the Borrower, and the due authorization, execution, delivery and enforceability of the Credit Documents and securities law matters; (xiii) a title opinion of counsel to the Borrower in respect of the Timmins/Thunder Creek Mine Complex and the ▇▇▇▇ Creek Mine Complex (including an opinion with respect to issues arising under the Planning Act (Ontario)); (xiv) a Perfection Certificate of the Borrower; (xv) a schedule detailing all policies of insurance maintained in accordance with Section 8.1(d) and the coverage effected thereby, such evidence with respect to the adequacy of insurance cover stipulated pursuant to Section 8.1(d) as the Agent may require endorsements to all such insurance policies signed by the issuers of such policies and acknowledging the interests of the Agent, acting on behalf of the Lenders, in such Fronting Bank policies as referred to in Section 8.1(d) and evidence reasonably satisfactory to it that all premiums (or deposits in connection therewith) required to be paid in order to ensure that the policies referred to in Section 8.1(d) are in full force and effect, have been paid and that all such other Lender (as the case may be).policies are in full force and effect; (bxvi) The Administrative consent of Goldcorp and Goldcorp Canada in respect of the Goldcorp Agreements which require such consent for purposes of the grant of the Security, the execution of the Security Documents or the rights of the Finance Parties thereunder; (xvii) consent of the Ministry of Northern Development and Mines in respect of Security granted by the Borrower over its interests in Crown leases; (xviii) the Franco-Nevada Consent; (xix) the Agent shall have received the Fee Lettersregistration opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, duly executed by each in form and substance satisfactory to the Agent, in respect of the parties thereto.registration of the demand debenture comprising a part of the Security against properties comprising the Timmins/Thunder Creek Mine Complex, the ▇▇▇▇ Creek Complex and the Planning Act Properties; and (xx) such other documents, certificates, opinions and agreements which the Lender may reasonably require; (c) The Borrowers each Lender shall have paidreceived the approval of its credit committee and other required authorizations, or caused to be paidincluding the approval of its board of directors and its partners, all of the fees payable in accordance with the Fee Letters.if applicable; (d) Prior the Agent shall have received payment of all fees and reimbursable expenses in connection with this Agreement which are payable by the Borrower hereunder; (e) the Agent and the Lenders shall be satisfied that no event or circumstance shall have occurred or exist that, in their sole and absolute discretion, could reasonably be expected to have a Material Adverse Effect on the Borrower or any of the Projects, including (i) any Material Adverse Change in the business, operations, licenses, permits, assets, Project ownership of the Borrower or plans in relation to the ongoing development and operations of any of the Projects, and (ii) the existence of any pending or threatened litigation proceedings or investigations which could result in a Material Adverse Effect; (f) the Borrower shall have paid to the Agent, for its own benefit and for the benefit of the Lenders, as applicable, all fees and expenses required to be paid pursuant to Article 4; (g) there shall be no other Liens whatsoever, which rank equal to or concurrently with in priority to the making of such initial Extension of Credit, all amounts outstanding Liens granted to the Agent under the Existing FE Credit AgreementDocuments, other than Permitted Liens; (h) the Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (a) all documents and instruments shall have been properly registered, recorded and filed in all places, (b) searches shall have been conducted in all jurisdictions, and deliveries of all consents, approvals (including all environmental approvals reasonably necessary for the construction, development and operation of each of the Projects to the extent required at the given stage of construction, development and operation), directions, acknowledgements (including, for certainty, the consent of any Official Body required for the purpose of charging any leases related to any Project) shall have been made, and (c) deliveries of all undertakings and non-disturbance agreements, negotiable documents of title, ownership certificates and other documents and instruments shall have been made, in each case, whether for principalwhich in the opinion of the Agent’s counsel, interest, fees are desirable or otherwise, shall have been paid required to make effective the Security created or intended to be created by the Borrower in full, all commitments favour of the Agent pursuant to lend thereunder shall have been terminated, the Security Documents and to ensure the perfection and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf intended priority of the Lenders prior to the date hereofSecurity.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrowerportion of a Loan (whether as an Advance, and Term Loan A or Term Loan B) provided for in the obligation of each Fronting Bank to issue its initial Letter of Credit, are Agreement is subject to the fulfillment, to the satisfaction of Agent and each Lender (the making of such portion of a Loan by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative the Closing Date shall occur on or before December 7, 2007; (b) Agent shall have received a letter duly executed by each Borrower authorizing Agent to file appropriate financing statements in such office or offices as may be necessary or, in the followingopinion of Agent, desirable to perfect the security interests to be created by the Loan Documents; (c) Agent shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral; (d) Agent shall have received each dated of the same date (except for the financial statements referred to in paragraph (iv))following documents, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank Agent, duly executed, and each Lendersuch document shall be in full force and effect:, (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Cash Management Agreements, (ii) Certified copies the Control Agreements, (iii) [intentionally omitted], (iv) a disbursement letter executed and delivered by Borrowers to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent, (v) the Fee Letter, (vi) the Patent Security Agreement, (vii) the Security Agreement, (viii) [intentionally omitted], (ix) the Trademark Security Agreement, (x) the Warrant Agreement, (xi) the Japanese Guaranty, (xii) the UK Security Documents, (xiii) the French Security Documents, (xiv) the ▇▇▇▇▇▇▇▇▇ Subordination Agreement, and (xv) the ▇▇▇▇ Subordination Agreement. (e) Agent shall have received a certificate from the Secretary of each Borrower (i) attesting to the resolutions of the such Borrower’s Board of Directors authorizing its execution, delivery, and performance of each Borrower approving this Agreement and the other Loan Documents to which it issuch Borrower is a party, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the authorizing specific officers of such Borrower authorized to sign execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Borrower; (f) Agent shall have received copies of each Loan Document to which such Borrower isBorrower’s Governing Documents, as amended, modified, or is supplemented to becomethe Closing Date, certified by the Secretary of such Borrower; (g) Agent shall have received a party and certificate of status with respect to each Borrower, dated within 10 days of the other documents Closing Date, such certificate to be delivered hereunder and (B) that attached thereto are true and correct copies issued by the appropriate officer of the Organizational Documents jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in each case as good standing in effect on such datejurisdiction; (ivh) Copies Agent shall have received certificates of all status with respect to each Borrower, each dated within 30 days of the Disclosure Documents Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later other than the Business Day immediately preceding the date jurisdiction of organization of such Extension of Credit will Borrower) in which its failure to be deemed to have been delivered under this clause (iv))duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (vi) An opinion Agent shall have received a certificate of ▇▇▇▇▇ Dayinsurance, special counsel for each Borrowertogether with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent; (vij) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and[intentionally omitted]; (viik) Such other certifications, opinions, financial or other information, approvals Agent shall have received opinions of Borrowers’ counsel (including Borrowers’ French and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all United Kingdom counsel) in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be).; (bl) The Administrative Agent shall have received the Fee Lettersvaluation report on each Borrower and Guarantor, in form and substance satisfactory to Agent; (m) Agent shall have received the due diligence report on each Borrower and Guarantor, in form and substance satisfactory to Agent; (n) Agent shall have received the Closing Date Projections; (o) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (p) Borrowers shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrowers of the Loan Documents or with the consummation of the transactions contemplated thereby; (q) The Agent shall have received “key man life insurance” insurance policies for each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, each of which shall be in an amount, for a term and issued by insurers acceptable to Agent; (r) With respect to $1,800,000 of the Loan proceeds to be disbursed on the Closing Date which shall be used to pay off certain accounts payable and unsecured creditors of the Borrowers (the “Designated Payments”), Borrowers shall provide Agent with a detailed list (duly executed by each the Borrowers) of all recipients of a Designated Payment and the parties thereto.amounts to be paid to such recipients (the “Designated Payments List”); (cs) The Borrowers Agent shall have paidreceived evidence satisfactory to it that the prepayment penalty applicable to Borrowers’ Existing Credit Facility with ▇▇▇▇▇ Fargo Bank, or caused National Association (acting through its ▇▇▇▇▇ Fargo Business Credit operating division) has been reduced from 3% to be paid, 2%; and (t) all of the fees payable other documents and legal matters in accordance connection with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit transactions contemplated by this Agreement shall have been terminateddelivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial a Committed Advance to any Borrower, and on the obligation occasion of each Fronting Bank to issue its initial Letter the Initial Extension of Credit, are Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (ai) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Committed Notes) with one copy in sufficient copies for each Fronting Bank and each Lender: (iA) This Agreement, duly executed by each The Committed Notes payable to the order of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Lenders. (iiB) Certified copies of the resolutions of the Board of Directors of each Borrower Loan Party approving this Agreement the Acquisition and the other Loan transactions contemplated by the Transaction Documents and each Transaction Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the Acquisition and the other transactions contemplated by the Transaction Documents and each Transaction Document to which it is or is to be a party. (C) A copy of a certificate of the Secretary of State or other appropriate official of the jurisdiction of incorporation of (x) ACE INA dated reasonably near the date of the Initial Extension of Credit, certifying (A) as to a true and correct copy of the charter of ACE INA and each amendment thereto on file in such Secretary s office and (B) that (1) such amendments are the only amendments to ACE INA's charter on file in such Secretary's office, (2) ACE INA has paid all franchise taxes to the date of such certificate and (C) ACE INA is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation and (y) each other Loan Party, dated reasonably near the Initial Extension of Credit, certifying as to the good standing (or existence) of such Loan Documents;Party. (iiiD) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (1) in the case of ACE INA, the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(a)(i)(C), (2) a true and correct copy of the bylaws (in the case of ACE INA) or the constitutional documents (in the case of each other Loan Party) of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(i)(B) were adopted and on the date of the Initial Extension of Credit, (3) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (4) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (5) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (E) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Transaction Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (BF) that attached thereto are true and correct copies Certified copy of the Organizational Documents of such BorrowerPurchase Agreement, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request. (G) Certificates, in substantially the form of Exhibit D hereto, attesting to the Solvency of each case as in Loan Party before and after giving effect on such date;to the Acquisition and the other transactions contemplated by the Transaction Documents, from its Chief Financial Officer. (ivH) Copies A favorable opinion of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s 1) ▇▇▇▇▇▇ Database or on FE’s website no later than and ▇▇▇▇▇▇, Cayman Islands counsel for the Business Day immediately preceding Parent, in substantially the date form of Exhibit E-1 hereto and as to such Extension of Credit will be deemed to have been delivered under this clause other matters as any Lender through the Administrative Agent may reasonably request, (iv)); (v2) An opinion of ▇▇▇▇▇, ▇▇▇▇▇ Day& ▇▇▇▇▇, special New York counsel for the Loan Parties, in substantially the form of Exhibit E-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for ACE Bermuda and Tempest, in substantially the form of Exhibit ▇- ▇ hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (I) A certificate of the Parent, signed by its President or Chief Financial Officer, dated the date of the Initial Extension of Credit, certifying as to (1) a description (in reasonable detail) of the portion of the Acquisition occurring on the date of the Initial Extension of Credit and (2) the percentage that the portion of the purchase price allocable to the assets acquired at such time in connection with the Acquisition bears to the aggregate purchase price for all assets to be acquired in connection with the Acquisition. (ii) (x) No development or change occurring after January 11, 1999, and no information becoming known after such date, that results in a material change in the post-Acquisition corporate and capitalization structure of the Parent or in the capitalization structure of the Parent's subsidiaries contemplated in the Pre-Commitment Information and (y) the Lenders shall be reasonably satisfied with the corporate and legal structure and capitalization of each Borrower;Loan Party (other than the Parent), including the terms and conditions of the constitutional documents of each such Person and of each material agreement or instrument relating to such structure. (iii) The Lenders shall be reasonably satisfied that all Existing Debt, other than Surviving Debt, has been (or concurrently will be) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lenders. (iv) Before giving effect to the Acquisition and the other transactions contemplated by the Transaction Documents, there shall have occurred no material adverse change since September 30, 1998 in the business, financial condition, operations or properties of (i) CIGNAP&C or (ii) the Parent and its Subsidiaries, taken as a whole. (v) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (x) could be reasonably expected to have a Material Adverse Effect or material adverse effect on the business, financial condition, operations or properties of CIGNAP&C or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Transaction Document or the consummation of the Acquisition or the other transactions contemplated by the Transaction Documents. (vi) A certificate of an Authorized Officer of each Borrower certifying All governmental and third party consents and approvals necessary in connection with the satisfaction portion of the Acquisition occurring on the date of the Initial Extension of Credit and the other transactions contemplated by the Transaction Documents to occur on such date shall have been obtained (without the imposition of any conditions specified that are not reasonably acceptable to the Lenders and that would reasonably be expected to have a Material Adverse Effect) and shall remain in Section 3.02(i) effect, except for any such consents and approvals, the absence of which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect; all applicable waiting periods in connection with respect the portion of the Acquisition occurring on the date of the Initial Extension of Credit and the other transactions contemplated by the Transaction Documents to occur on such Borrowerdate shall have expired without any negative action being taken by any competent authority; andand no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the portion of the Acquisition occurring on the date of the Initial Extension of Credit or the other transactions contemplated by the Transaction Documents to occur on such date. (vii) Such other certificationsThe Pre-Commitment Information shall be true and correct in all material aspects, opinions, financial or other information, approvals and documents as no additional information shall have come to the attention of the Administrative Agent, Agent or the Lenders that is inconsistent in any Fronting Bank material respect with the Pre-Commitment Information or any other Lender may that could reasonably request, all in form and substance satisfactory be expected to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be)have a Material Adverse Effect. (bviii) The Administrative Agent shall No development or change occurring after January 11, 1999, and no information becoming known after such date, that (x) results in or could reasonably be expected to result in a material change in, or material deviation from, the Pre-Commitment Information that is or could reasonably be expected to be materially adverse to any Borrower or any of its Subsidiaries or materially adverse to the Lenders or (y) has had or could reasonably be expected to have received the Fee Letters, duly executed by each of the parties theretoa Material Adverse Effect. (cix) The Borrowers shall have paid, or caused paid all accrued fees of the Agents and the Lenders and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to be paid, the Administrative Agent and local counsel on behalf of all of the fees payable Lenders), in each case to the extent then due and payable. (x) The portion of the Acquisition occurring on the date of the Initial Extension of Credit shall have been consummated (or shall be concurrently consummated) in accordance with the Fee Lettersterms of the Purchase Agreement, without any waiver or amendment not consented to by the Lenders of any material term, provision or condition set forth therein that would reasonably be expected to have a Material Adverse Effect, and in compliance with all material applicable laws. (dxi) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit The Purchase Agreement shall have been terminatedbe in full force and effect. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting the Issuing Bank to issue its initial the Letter of Credit, in each case, in connection with the initial Extension of Credit hereunder are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements and information referred to in paragraph (iv)v) below), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting the Issuing Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes Any Note requested by any a Lender pursuant to Section 2.18(d)2.17, duly completed and executed by each Borrower the Company and payable to the order of each such Lender; (ii) The Fee Letter, duly executed by the parties thereto; (iii) Certified copies of the resolutions of the Executive Committee of the Board of Directors of each Borrower the Company approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiiv) A certificate of the Secretary or an Assistant Secretary of each Borrower the Company certifying (A) the names and true specimen signatures of the at least two officers of such Borrower the Company authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents charter and by-laws of such Borrowerthe Company, in each case as in effect on such date; ; and (ivC) Copies that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on due execution, delivery and performance by the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date Company of such Extension of Credit will be deemed to have been delivered under this clause (iv))Agreement and each other Loan Document; (v) Copies of the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the fiscal periods then ended, certified by KPMG, LLP; (A) An opinion of Shook, Hardy & Bacon L.L.P., Missouri counsel for the Company, substantially in the form of Exhibit H-1 hereto and (B) an opinion of ▇▇▇▇▇▇▇▇▇▇▇ Day▇▇▇▇▇, special counsel for each BorrowerInterim General Counsel of the Company, substantially in the form of Exhibit H-2 hereof; (vivii) A certificate favorable opinion of an Authorized Officer of each Borrower certifying King & Spalding LLP, special New York counsel for the satisfaction of Administrative Agent, in a form acceptable to the conditions specified in Section 3.02(i) with respect to such BorrowerAdministrative Agent and the Lenders; and (viiviii) Such other certifications, opinionsopinions (including opinions as to certain regulatory matters relating to the Company), financial or other information, approvals and documents as the Administrative Agent, any Fronting the Issuing Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting the Issuing Bank or such other Lender (as the case may be). (b) The Administrative Agent Company shall have received paid all of the fees then due and payable under this Agreement and the Fee Letters, duly executed by each of the parties theretoLetter. (c) The Borrowers following statements shall have paid, or caused to be paid, all true (and each of the fees payable giving of the initial Notice of Borrowing (in accordance with the Fee Letters.case of a Borrowing) or the Letter of Credit Request (in the case of the issuance of the Letter of Credit) and the acceptance by the Company of the proceeds of such Borrowing or the acceptance of the Letter of Credit by the Beneficiary, as the case may be, shall constitute a representation and warranty by the Company that on the date of the initial Extension of Credit such statements are true): (di) Prior to or concurrently with The representations and warranties contained in Article III hereof are true and correct on and as of the making date of such initial Extension of Credit, all amounts outstanding under before and after giving effect to such Extension of Credit and to the Existing FE Credit Agreementapplication of the proceeds therefrom, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, as though made on and the Existing FE Credit Agreement shall have been terminated.as of such date; and (eii) The Administrative Agent shall have received all documentation No event has occurred and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulationsis continuing, including without limitation or would result from such Extension of Credit or from the Patriot Act (includingapplication of the proceeds therefrom, that constitutes an Event of Default or would constitute an Event of Default but for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation requirement that notice be given or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereoftime elapse or both.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its Advances on the occasion of the initial Borrowing, of any Swing Line Bank to make the initial Swing Line Advance to and of any Borrower, and the obligation of each Fronting LC Issuing Bank to issue its initial the first Letter of Credit (including the deemed issuance of the Existing Letters of Credit hereunder) is subject to the condition that, on or prior to the date of such first Extension of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated as of the same date (except for the financial statements referred to in paragraph (iv)unless otherwise indicated), and each in form and substance reasonably satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (ia) This this Agreement, duly executed by the Borrower, each of the parties hereto, Lenders and Notes the Administrative Agent and acknowledged by the Parent; (b) if requested by any Lender pursuant Lender, a Note, payable to Section 2.18(d)such Lender, duly completed and executed by each Borrower and payable to such Lenderthe Borrower; (iic) Certified copies all documents that the Administrative Agent and the Lenders may reasonably request relating to the existence of the resolutions Borrower and the Parent, the corporate authority for and the validity of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect matters relevant hereto, all in form and substance reasonably satisfactory to this Agreement the Administrative Agent and such Loan Documents; (iii) A the Lenders, including a certificate of incumbency of each of the Borrower and the Parent, signed by the Secretary or an Assistant Secretary of each the Borrower and the Parent, certifying (A) as to the names and names, true signatures and incumbency of the officer or officers of such Borrower authorized to sign each execute and deliver the Loan Document Documents (other than the Support Agreement) to which such Borrower is, or each is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct attaching certified copies of the Organizational following items: (i) the Support Agreement and the Financial Services Agreement, (ii) the Borrower’s and the Parent’s Certificates of Incorporation, (iii) the Borrower’s and the Parent’s By-laws, (iv) the actions taken by the board of directors of the Borrower and the Parent authorizing the Borrower’s and the Parent’s execution, delivery and performance of this Agreement and the other Loan Documents (other than the Support Agreement) to which each is a party, and (v) all governmental and other third party consents or approvals (if any) required in connection with the execution, delivery and performance of such Borrower, in each case as in effect on such datethe Loan Documents (other than the Support Agreement) by the Borrower and the Parent; (ivd) Copies an opinion of all General Counsel or Securities Counsel of the Disclosure Documents Borrower and the Parent; (it being agreed that those Disclosure Documents publicly available on the SEC’s e) an opinion of ▇▇▇▇ ▇▇▇▇▇ Database or on FE’s website no later than LLP, counsel for the Business Day immediately preceding Borrower and the date of such Extension of Credit will be deemed to have been delivered under this clause (iv))Parent; (vf) An opinion certificates of ▇▇▇▇▇ Day, special counsel for each Borrowerthe Secretary of State of Delaware as to the good standing of the Borrower and the Parent as Delaware corporations; (vig) A certificate of an Authorized Officer of each Borrower certifying (i) the satisfaction unaudited balance sheet of the conditions specified in Section 3.02(iBorrower as of December 31, 2014 and the related unaudited statements of income and cash flows for the Fiscal Year then ended, and (ii) with respect to the unaudited balance sheet of the Borrower as of March 31, 2015 and the related unaudited statements of income and cash flows for such Borrower; andperiods; (viih) Such at least five (5) Business Days prior to the Closing Date, documentation and other certifications, opinions, financial or other information, approvals and documents as information requested by the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, Agent from the Borrower and the Parent in order to comply with requirements of the Act; (i) payment of all in form and substance satisfactory (i) fees due to the Administrative Agent, such Fronting Bank or such other Lender the Joint Lead Arrangers and the Lenders set forth in the Fee Letters and (as ii) reasonable fees and expenses of counsel to the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused directly to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is counsel if requested by the Administrative Agent on behalf of Agent) to the Lenders extent accrued and unpaid and invoiced to the Borrower prior to or on the date hereofClosing Date; (j) [Intentionally Omitted]; and (k) such other documents, approvals, and opinions as may be mutually agreed by the Borrower and the Administrative Agent.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender and each Swing Line Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Swing Line Lender, each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Agreement and each other Loan Document to which such Borrower is, or is to become, a party; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion Opinions of (A) ▇▇▇▇▇▇ Day▇. ▇▇▇▇▇▇▇, special General Counsel and Vice President of FirstEnergy Service Company, counsel for each Borrowerthe Borrowers, substantially in the form of Exhibit F-1 hereto, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., Associate General Counsel of FirstEnergy Service Company, counsel for the Borrowers, substantially in the form of Exhibit F-2 hereto; (vi) A certificate An opinion of an Authorized Officer Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Borrowers, substantially in the form of Exhibit G hereto; (vii) Opinions of (A) ▇▇▇▇▇▇▇ LLP, special Maryland counsel to PE, (B) Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel to PE, and (C) ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, LLP, special New Jersey counsel to JCP&L, each Borrower certifying in form and substance reasonably satisfactory to the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerAdministrative Agent; and (viiviii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank Bank, such Swing Line Lender or such other Lender (as the case may be). (b) The Administrative Agent FE and each Fronting Bank shall have received entered into an agreement, in form and substance satisfactory to such Fronting Bank, concerning fees payable by the Borrowers to such Fronting Bank for its own account (the “Fronting Bank Fee Letters, duly executed by each of the parties thereto”). (c) The Borrowers FE shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters, and FE shall have paid all the fees payable in accordance with the Fronting Bank Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Facilities and the FES/AESC Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Facilities and the FES/AESC Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications)Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to provide the Commitments, and to make its initial Advance to any BorrowerLoans, and of the obligation of each Fronting Issuing Bank to issue its initial Letter Letters of Credit (other than any Existing Letters of Credit, are ) hereunder on the Closing Date is subject to the satisfaction or waiver in accordance with Section 9.08 of the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative Agent Each of the Loan Documents and other documentation relating to the Loans provided hereunder shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), be in form and substance reasonably satisfactory to the Administrative Agent and duly executed and delivered by each of the Loan Parties and other parties thereto; (except for any Noteb) with one copy for Administrative Agent shall have received, in respect of each Fronting Bank and each Lender:Loan Party; (i) This Agreement, duly executed by each the notes payable to the order of the parties hereto, and Notes Lenders to the extent requested by any Lender pursuant at least three Business Days prior to the Closing Date in accordance with Section 2.18(d2.04(e), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions each organizational or constitutive document (along with any amendments thereto) certified as of the Board of Directors of each Borrower approving this Agreement and Closing Date or a recent date prior thereto by the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documentsappropriate Governmental Authority; (iii) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such datethereunder; (iv) Copies resolutions of all the Disclosure board of directors (or similar governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (it being agreed that those Disclosure Documents publicly available v) a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated the Closing Date or a recent date prior thereto; (c) All reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of outside counsel) required to be paid to the Administrative Agent on or before the SEC’s Closing Date shall have been paid (including fees owed to the Lenders to be paid to the Administrative Agent for the accounts of the Lenders) to the extent invoiced at least three Business Days prior to the Closing Date; (d) The Administrative Agent and Lenders and their respective counsel shall have received originally executed copies of a favorable written opinion of (i) ▇▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇▇ Day▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, special counsel for the Loan Parties and (ii) local counsel for the Loan Parties in states in which the Loan Parties are organized or formed, in each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction case, dated as of the conditions specified in Section 3.02(i) with respect to Closing Date, addressing such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents matters as the Administrative Agent, any Fronting Bank or any other Lender Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be).; (be) Since December 31, 2018, there has been no event or occurrence that has had a Material Adverse Effect; (f) The Administrative Agent shall have received a certificate from the Fee Letters, duly executed by each chief financial officer of Holdings substantially in the parties thereto.form of Exhibit K; (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (eg) The Administrative Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by a Financial Officer of the Borrowers, together with all attachments contemplated thereby; (i) Each Lender shall have received at least one Business Day prior to the Closing Date all documentation and other information required reasonably requested in writing by regulatory authorities under them at least three Business Days prior to the Closing Date in order to allow the Lenders to comply with applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation limitation, the Patriot USA PATRIOT Act and (including, for the avoidance of doubt, Beneficial Ownership Certifications), ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three Business Days prior to the Closing Date, any Lender that has requested, in a written notice to Holdings at least five Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to such documentation Loan Party, shall have received such Beneficial Ownership Certification; (i) The refinancing of the outstanding indebtedness under the Existing Term Loan Agreement shall have occurred or information is shall be consummated substantially concurrently with the Closing Date and (ii) the Closing Date (as defined in the Term Loan Agreement) under the Term Loan Agreement shall have occurred or will occur substantially concurrently with the Closing Date and the Loan Documents (as defined in the Term Loan Agreement) required by the terms of the Term Loan Agreement shall have been, or substantially concurrently with the Closing Date shall be, executed and delivered; (j) The Senior Notes shall have been, or substantially concurrently with the Closing Date shall be, issued; (k) The ABL Intercreditor Agreement, the Guarantee and Collateral Agreement and each other Security Document shall have been duly executed and delivered by each of the applicable Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent and together therewith, the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) Proper uniform commercial code financing statements for all applicable jurisdictions of the Loan Parties as deemed necessary by the Administrative Agent in order to perfect and protect the Liens and security interests created or purported to be created pursuant to the Security Documents covering the Collateral; (ii) Copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (iii) [Intentionally omitted]; (iv) Evidence of all insurance required to be maintained pursuant to Section 5.02, and evidence that the Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on behalf all insurance policies covering loss or damage to Collateral; and (v) Evidence that such other documents, instruments or actions deemed necessary or advisable by the Administrative Agent to perfect and protect the Liens and security interests (and the first priority thereof with respect to Revolving Facility First Lien Collateral and the second priority thereof with respect to Term Facility First Lien Collateral) created or purported to be created pursuant to the Guarantee and Collateral Agreement shall have been duly delivered or completed, including, without limitation, the delivery of Uniform Commercial Code financing statements in proper form for filing for all applicable jurisdictions of the Lenders Loan Parties and provision having been made for the payment of any fees or taxes required in connection with the filing of such documents, instruments or financing statements; provided, however, that, each of the requirements set forth above, (except for the (I) execution and delivery of the Guarantee and Collateral Agreement, and (II) to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Credit Code or customary “short form” intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office or (y) by the delivery of stock certificates of the Borrowers) shall not constitute conditions precedent to the Commitment hereunder on the Closing Date after the Borrowers’ use of commercially reasonable efforts to provide such items on prior to the date hereofClosing Date if the Borrowers agree to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (l) On the Closing Date, after giving effect to the Transactions, none of Holdings or any of its Subsidiaries shall have any third party Indebtedness for borrowed money other than (i) the Term Loan Facility, (ii) the facilities provided under the Revolving Credit Agreement, (iii) the Senior Notes and (iv) other Indebtedness permitted by Section 6.01. The making of the initial Commitment to the Borrowers by the applicable Lenders hereunder on the Closing Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each such Lender that each of the conditions precedent set forth in this Section 4.01 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facility is subject to the fulfilment of the following conditions precedent that on prior to or before the date concurrent with, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled as well as the applicable conditions set forth in Section 12.3 or 12.4; (b) all outstanding Indebtedness of the Borrower under the Existing Credit Agreement shall have been repaid in full or arrangements satisfactory to the Administrative Agent in its sole and absolute discretion, shall have received been made for the followingrepayment of such Indebtedness concurrent with the initial drawdown hereunder and all guarantees and security documents executed and delivered in connection therewith shall have been terminated and released; (c) the Obligors have duly executed and delivered to the Administrative Agent this Agreement and the Guarantees, each dated in form and substance satisfactory to the same date Administrative Agent; (except d) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the articles of incorporation, articles of amalgamation or similar documents and by-laws of each Obligor; (ii) a certificate of status or good standing for each Obligor issued by the financial statements referred appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated; (iii) a duly certified copy of the resolution of the board of directors of each Obligor authorizing it to in paragraph execute, deliver and perform its obligations under each Credit Documents to which such Obligor is a signatory; (iv))) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facility; and (vi) requisite information to identify each Obligor under applicable “know your client” legislation; (e) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lenderthe Lenders: (i) This Agreementan opinion of counsel to each Obligor, duly executed by each addressed to the Credit Parties and their counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the parties hereto, Credit Documents to which such Obligor is a party in the jurisdiction of incorporation of such Obligor and Notes requested by any Lender pursuant to Section 2.18(d), duly completed in the Province of Ontario and executed by each Borrower and payable to such Lender;other matters as the Lenders may reasonably request; and (ii) Certified copies an opinion of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action Administrative Agent’s counsel with respect to this Agreement the legality, validity and binding nature obligations of each Obligor under, and the enforceability against such Loan DocumentsObligor of, the Credit Documents which are governed by the laws of the Province of Ontario, together with such other opinions as may reasonably be required by a Lender for the purpose of satisfying its local law and/or internal credit requirements; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (Af) the names Lenders shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party consents have been given and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, all relevant laws have been complied with in each case as in effect on such date; (iv) Copies respect of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed agreements and transactions referred to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrowerherein; and (viig) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory Borrower shall have paid to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (bi) The Administrative Agent shall have received the Fee LettersBank of Nova Scotia and Bank of Montreal, duly executed by each in their respective capacities as co-lead arrangers of the parties thereto. Credit Facility, (cii) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of and (iii) the Lenders prior all fees and expenses required to be paid pursuant to the date hereofCredit Documents on or before the initial extension of credit under the Credit Facility.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facility is subject to the fulfilment, on or prior to January 31, 2012 of the following conditions precedent that on at the time, or before the date immediately following, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled; (b) the Obligors have duly executed and delivered to the Administrative Agent this Agreement, the Guarantees and the Security Documents and each Non-Guaranteeing Subsidiary shall have received executed and delivered to the followingAdministrative Agent a Subordination and Postponement Undertaking, each dated in form and substance satisfactory to the same date Administrative Agent; (except c) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the articles of incorporation, articles of amalgamation or similar documents and by-laws of each Obligor; (ii) a certificate of status or good standing for each Obligor issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated; (iii) a duly certified copy of the resolution of the board of directors of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Documents to which such Obligor is a signatory and, in the case of each Guarantor, authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the Security therein constituted by the relevant Security Documents; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facility; (vi) a certified copy of each Transaction Document; (vii) share certificates representing all of the issued and outstanding shares of each Guarantor duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (viii) insurance binders, certificates of insurance and statements of coverage with respect to the insurance referenced to in Section 11.1(d); (ix) a perfection certificate for each Obligor in form and substance satisfactory to the Administrative Agent; and (x) requisite information to identify the Obligors under the applicable “know your client” legislation, delivered sufficiently in advance for the financial statements referred Lenders to in paragraph complete such identification. (iv))d) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lenderthe Lenders: (i) This Agreementan opinion of counsel to each Obligor, duly executed by each addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the parties hereto, Credit Documents to which such Obligor is a party in the jurisdiction of incorporation of such Obligor and Notes requested by any Lender pursuant to Section 2.18(d), duly completed in the Province of Ontario and executed by each Borrower and payable to such Lender;other matters as the Lenders may reasonably request; and (ii) Certified copies an opinion of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action Administrative Agent’s counsel with respect to this Agreement such matters as may be reasonably required by the Lenders in connection with the transactions hereunder (including, without limitation, the legality, validity and binding nature obligations of each Obligor under, and the enforceability against such Loan DocumentsObligor of, the Credit Documents which are governed by the laws of the Province of Ontario); (iiie) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying there has not occurred a Material Adverse Change since September 30, 2011; (Af) the names Administrative Agent and true signatures its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of the officers all agreements and transactions referred to herein; and (g) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of such Borrower authorized to sign each Loan Document to which such Borrower isall consents, or is to becomeapprovals, a party acknowledgements, undertakings, directions, negotiable documents of title and the other documents and instruments (including acknowledgements from each party to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrowereach Gold Purchase Contract, if necessary, in each case as other than the Obligors) to the Administrative Agent shall have been made which, in effect on the opinion of the Administrative Agent’s counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended first-ranking priority of such datesecurity; (ivh) Copies of all current account documentation required by the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on Administrative Agent has been executed and delivered by the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerObligors; and (viii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory Borrower shall have paid to the Administrative Agent, such Fronting Bank or such other Lender (as Agent and the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused Lenders all fees and expenses required to be paid, all paid pursuant to the Credit Documents on or before the initial extension of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding credit under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminatedFacility. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers FE shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementAgreements, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement Agreements shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender:: 61 752938400 (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers FE shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementAgreements, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement Agreements shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and A Note payable to such Lender;the order of each Lender requesting the same. (ii) As to each Unencumbered Pool Asset: (A) a current record owner and lien search performed by a title insurer acceptable to the Administrative Agent showing that the applicable Loan Party identified in Schedule II is the current record title holder of such Unencumbered Pool Asset and showing no Liens of record other than Permitted Liens, (B) (1) the most recently prepared land survey of such Unencumbered Pool Asset, prepared by a duly licensed and registered land surveyor, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, and (2) a certificate of a Responsible Officer of the Borrower confirming that there have been no material changes to the dimensions or locations of the land or improvements shown in such land survey since the date of such land survey, (C) certified copies of each management agreement and franchise agreement, and all amendments thereto, with respect to such Unencumbered Pool Asset, (D) evidence of the insurance required by Section 5.01(d), and (E) a capital plan for such Unencumbered Pool Asset. (iii) Certified copies of the resolutions of the Board of Directors Directors, general partner or managing member, as applicable, of each Borrower Loan Party and of each general partner or managing member (if any) of each Loan Party approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it is or is to be a party. (iv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Documents;Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (iiiv) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (vi) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(iv), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bviii) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements for the year ending December 31, 2005, interim financial statements dated the end of the Organizational Documents of such Borrowermost recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit). (ivix) Copies Evidence of all insurance with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv));Lender Parties. (vx) An opinion of ▇▇▇▇▇▇, ▇▇▇▇ Day& ▇▇▇▇▇▇▇▇ LLP, special counsel for each Borrower;the Loan Parties, in substantially the form of Exhibit E-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixi) A certificate An opinion of an Authorized Officer ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Loan Parties, in substantially the form of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect Exhibit E-2 hereto and as to such Borrower; andother matters as any Lender Party through the Administrative Agent may reasonably request. (viixii) Such other certifications[Intentionally omitted]. (xiii) An opinion of Shearman & Sterling LLP, opinions, financial or other information, approvals and documents as counsel for the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent. (xiv) A Notice of Borrowing or Notice of Issuance, such Fronting Bank or such other Lender (as applicable, and an Unencumbered Pool Certificate relating to the case may be)Initial Extension of Credit. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paidbe satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or caused defeased in full or otherwise satisfied and extinguished (including all Debt under the Existing Credit Facility other than the Existing Letters of Credit) and that all Surviving Debt shall be on terms and conditions satisfactory to be paid, all of the fees payable in accordance with the Fee LettersLender Parties. (d) Prior Before and after giving effect to or concurrently with the making of such initial Extension of Credittransactions contemplated by the Loan Documents, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, there shall have been paid in fulloccurred no Material Adverse Change since December 31, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2005. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to Borrower’s knowledge, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (f) All governmental and information third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) The Borrower shall have entered into the Hedge Agreements required under Section 5.01(n) if any are required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act such Section. (including, for the avoidance h) The Borrower shall have paid all accrued fees of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent, subject to the terms of the Fee Letter).

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facility is subject to the fulfilment of the following conditions precedent that on at the time, or before the date immediately following, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled; (b) the Obligors and Cerro Resources NL shall have duly executed and delivered to the Administrative Agent shall have received and the following, Mexican Collateral Agent the Credit Documents to which each dated the same date (except for the financial statements referred to in paragraph (iv))is a party, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such LenderAgent; (iic) Certified copies each relevant Subsidiary of the resolutions of the Board of Directors of each Borrower approving this Agreement has executed and the other Loan Documents delivered to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative AgentAgent the Postponement and Subordination Undertaking, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, and any other documents in connection therewith as the Administrative Agent may require; (d) all of the parties thereto shall have executed and delivered the Intercreditor Documents; (e) Sandstorm shall have executed and delivered to the Administrative Agent the Sandstorm Subordination Agreement and Primero Gold shall have acknowledged such Fronting Bank agreement; (f) the Administrative Agent or the Mexican Collateral Agent, as applicable, has received, in form and substance satisfactory to the Administrative Agent: (i) the Perfection Certificate; (ii) a Closing Certificate of each Obligor; (iii) a Compliance Certificate; (iv) a certificate of status or good standing for each Obligor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated; (v) certificates representing all of the issued and outstanding Shares of the Guarantors (other than Shares of PML which are uncertificated and the Shares of STB, the certificates for which will continue to be held in pledge by SWC pursuant to the SWC Security and the Intercreditor Documents), duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (vi) certified copies of the Material Agreements; (vii) a schedule detailing all policies of insurance maintained in accordance with Section 11.2(d) and the coverage effected thereby, such evidence with respect to the adequacy of insurance cover stipulated pursuant to Section 11.2(d) as the Administrative Agent may require, endorsements to all such insurance policies signed by the issuers of such policies and acknowledging the interests of the Administrative Agent and the Mexican Collateral Agent for and on behalf of, inter alia, the Finance Parties in such policies as referred to in Section 11.2(d) and evidence reasonably satisfactory to it that all such policies are in full force and effect; (viii) an opinion of counsel to each Obligor addressed to, inter alia, the Administrative Agent and the Finance Parties and, as applicable, the Mexican Collateral Agent and their counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Obligor is a party in the jurisdiction where the Secured Assets are located and the jurisdiction of incorporation of such Obligor and such other Lender (matters as the case Administrative Agent may be).reasonably request; (bix) The in respect of each Material Property, title insurance for the benefit of, or a title opinion addressed to, each Finance Party (and if such Material Property is located in Mexico, the Mexican Collateral Agent) in form and substance satisfactory to the Administrative Agent, acting reasonably; (x) an opinion of the Administrative Agent’s counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with the transactions hereunder; (xi) requisite information to identify the Obligors under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification; (xii) certified copies of current collective bargaining agreements with employees of the Material Properties, in form and substance satisfactory to the Lenders; and (xiii) evidence that all material licenses and permits which are required to operate the Material Properties, in form and substance satisfactory to the Lenders, have been obtained and are in full force and effect; (g) prior to or concurrent with the initial drawdown hereunder, the Goldcorp Note shall be repaid in full and any guarantee thereof and any security therefor shall be released and discharged; (h) there has not occurred a Material Adverse Change since December 31, 2013; (i) there shall exist no pending or threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the Credit Facility or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; (j) the Lenders shall have completed and be satisfied with its legal, technical and environmental due diligence review of the Obligors, the Material Agreements and the Material Properties, which shall include but not be limited to a review of the current mineral reserve and resource statement, mine plan, financial model and operating permits; (k) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (l) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings, limitation of liability letters, access agreements and non-disturbance agreements, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent or, as applicable, the Mexican Collateral Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Collateral Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of the Security; (m) the Borrower shall have paid to the Administrative Agent, the Lead Arranger and the Lenders all fees and expenses (including, without limitation, the fees and expenses of Lenders’ legal counsel) required to be paid on or before the initial extension of credit under the Credit Facility; (n) all outstanding Indebtedness of the Obligors which is not Permitted Indebtedness shall have been permanently repaid and cancelled and all guarantees and security agreements executed and delivered under or in connection therewith shall have been released and discharged, satisfactory arrangements for the discharge of all attendant security registrations shall have been made and all collateral security in connection therewith shall have been returned to the Borrower; and (o) all outstanding legal fees of counsel to the Administrative Agent shall have received the Fee Letters, duly executed by each of the parties theretobeen paid. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender Bank to make its initial Advance to any the Parent or UI (each, an “Original Borrower, ”) and of the obligation of each Fronting Bank ▇▇ ▇▇▇▇▇ to issue its the initial Letter of Credit, are Credit for the account of any Original Borrower is subject to the conditions precedent that each of the Administrative Agent, the ▇▇ ▇▇▇▇▇ and the Banks shall have received on or before the date day of any such the initial Extension of Credit: (a) The Credit payment of all fees then due and payable to the Administrative Agent shall have received Agent, each LC Bank and the Banks, respectively, and the following, each dated the same date (except for the financial statements referred to in paragraph (iv))such day, in form and substance satisfactory to the Administrative Agent and (except for any Notethe promissory notes referred to in (a) with one copy below) in sufficient copies for each Fronting Bank and each LenderBank: (ia) This Agreement, duly executed by Promissory notes of each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Original Borrower and payable to the order of each Bank requesting such Lender;a note in a form acceptable to the Administrative Agent. (iib) Certified copies of the resolutions of the Board of Directors of each Original Borrower approving this Agreement and the other Loan Documents to which it issuch Original Borrower is a party, or is to be, a party and of all documents evidencing any other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such other Loan Documents;, together with certified copies of the certificate of incorporation and bylaws (or equivalent documents) of each Original Borrower, and a certificate from the Secretary of State of the State of Connecticut (or other appropriate authority of such jurisdiction) evidencing the legal existence of each Original Borrower. (iiic) A certificate of the Secretary or an Assistant Secretary of each Original Borrower certifying (A) the names and true signatures of the officers of such Original Borrower authorized to sign each this Agreement, the other Loan Document Documents to which such Original Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies attesting to the accuracy of the Organizational Documents representations and warranties of such Borrower, Original Borrower set forth in each case as in effect on such date;Section 4.01. (ivd) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An A favorable opinion of ▇▇▇▇▇▇ Dayand ▇▇▇▇ ▇▇▇, special counsel for each Borrower;the Borrowers, substantially in the form of Exhibit D-1 hereto and as to such other matters as any Bank or LC Bank through the Administrative Agent may reasonably request. (vie) A certificate favorable opinion of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications▇▇▇▇ & Spalding LLP, opinions, financial or other information, approvals and documents as counsel for the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all substantially in the form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be)of Exhibit E hereto. (bf) The Administrative Agent shall Evidence that the “Commitments” under, and as defined in, the Old Credit Agreement have received the Fee Lettersbeen terminated, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, and all amounts outstanding under the Existing FE Old Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall Agreement have been paid in full, all commitments to lend thereunder shall have been terminated, and full by the Existing FE Credit Agreement shall have been terminatedOriginal Borrowers (or will be paid in full upon the application of the proceeds of the initial Borrowings hereunder). (eg) The A certified copy of the Purchase Agreement which shall be a true, correct and complete copy thereof. (h) Such information as shall be sufficient for the Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation each Bank to verify the identity of each Original Borrower for purposes of complying with the USA Patriot Act (includingTitle III of Pub. L. 107-56 (signed into law October 26, for the avoidance of doubt, Beneficial Ownership Certifications2001), to the extent such as contemplated by Section 8.10 hereof. (i) Such other information or documentation or information is requested by as the Administrative Agent on behalf of the Lenders prior to the date hereofreasonably requests for any Original Borrower.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval, as applicable) required for the due execution, delivery and performance by such Borrower of this Agreement and each other Loan Document to which such Borrower is, or is to become, a party; (iv) Copies of the consolidated balance sheets of each Borrower and its Subsidiaries (other than FES and ATSI, the financial statements of which are consolidated into the balance sheets of FE) as of December 31, 2005, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries (other than FES and ATSI, the statements of income, retained earnings and cash flows of which are consolidated into the financial statements of FE) for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of such Borrower and its Subsidiaries (other than FES and ATSI, the balance sheets of which are consolidated into the balance sheets of FE) as of June 30, 2006 and related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries for the three-month period then ended, in all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding cases as amended and restated to the date of such Extension of Credit will be deemed to have been delivered under this clause (iv))delivery; (v) An opinion of ▇▇▇▇ ▇▇ Day. Benz, special Esq., counsel for each Borrowerthe Borrowers, substantially in the form of Exhibit G hereto; (vi) An opinion of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Borrowers, substantially in the form of Exhibit H hereto; (vii) A certificate favorable opinion of an Authorized Officer King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerExhibit I hereto; and (viiviii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank Bank, such Swing Line Lender or such other Lender (as the case may be). (b) The Administrative Agent Borrowers and each Fronting Bank shall have received entered into an agreement, in form and substance satisfactory to such Fronting Bank, concerning fees payable by the Borrower to such Fronting Bank for its own account (the “Fronting Bank Fee Letters, duly executed by each of the parties thereto”). (c) The Borrowers shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letter, and the Borrowers shall have paid all the fees payable in accordance with the Fronting Bank Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all All amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated, terminated and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereofAct.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe items specified in clauses (i) with one copy and (ii) below) in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and A Note payable to such Lender;each Lender requesting the same. (ii) Completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements (or equivalent filings) filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such other financing statements, and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements (or equivalent filings)). Digital Realty – Yen Credit Agreement (iii) Certified copies of the resolutions of the Board of Directors (or equivalent body), general partner or managing member, as applicable, of each Borrower Loan Party and of each general partner or managing member (if any) of each Loan Party approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it is or is to be a party. (iv) A copy of a certificate of the Secretary of State (or equivalent authority (if any)) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Documents;Party, (A) as to a true and complete copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) to the extent available, such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing (if a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (iiiv) A copy of a certificate of the Secretary of State (or equivalent authority (if any)) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing (if a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (vi) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President and its Secretary or any Assistant Secretary or, with respect to Loan Parties that are Foreign Subsidiaries, any authorized signatory (or those of its general partner or managing member, if applicable), or in the case of a Loan Party organized in Japan, corporate seal, dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(iv), (B) a true and complete copy of the bylaws, memorandum and articles of association, operating agreement, partnership agreement or other Digital Realty – Yen Credit Agreement governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing (if a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the accuracy in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit (except to the extent such representations and warranties relate to an earlier date, in which such representations and warranties shall be true and correct in all material respects or all respects, as applicable, on or as of such earlier date) and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party or, with respect to Loan Parties that are Foreign Subsidiaries, any authorized signatory (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures (or in the case of a Loan Party organized in Japan executing by corporate seal, (i) a certificate of seal and a certificate of full registry records both of which have been issued by the competent legal affairs bureau within three months before the date of the applicable officer’s certificate and (ii) a seal registration form (in the form prescribed by the Administrative Agent)) of the officers or other authorized signatories of such Borrower Loan Party , or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bviii) that attached thereto are true and correct copies The audited Consolidated annual financial statements for the year ending December 31, 2017 of the Organizational Documents Parent Guarantor and interim financial statements dated the end of such Borrower, in each case as in effect on such date;the most recent fiscal quarter for which financial statements are available. (ivix) Copies of all Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to Lender Parties shall have been delivered under this clause (iv));reasonably requested. (vx) Evidence of insurance (which may consist of binders or certificates of insurance with respect to the blanket policies of insurance maintained by the Loan Parties that satisfies the requirements of Section 5.01(d). (xi) An opinion of ▇▇▇▇▇▇ Day& ▇▇▇▇▇▇▇ LLP, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsLoan Parties, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent. (xii) An opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, such Fronting Bank Japanese counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. (xiii) An opinion of ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. Digital Realty – Yen Credit Agreement (xiv) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xv) A breakage indemnity letter agreement, dated not later than the earliest applicable Notice of Borrowing Deadline, executed by the Borrowers in form and substance satisfactory to the Administrative Agent. (xvi) One or such other Lender (more Notices of Borrowing, each dated not later than the applicable Notice of Borrowing Deadline, or Notices of Issuance, as applicable, and specifying the Initial Borrowing Date as the date of the proposed Borrowing. (xvii) An Unencumbered Assets Certificate prepared on a pro forma basis to account for any acquisitions, dispositions or reclassifications of Assets, and the incurrence or repayment of any Debt for Borrowed Money relating to such Assets, that have occurred since June 30, 2018. (xviii) (A) The documentation and other information reasonably requested by any Lender at least ten Business Days prior to the Closing Date in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case may bein form and substance reasonably satisfactory to such Lender, and (B) if the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, a Beneficial Ownership Certification for the Borrowers; in each case delivered at least five Business Days prior to the Closing Date. (xix) A letter from the Initial Process Agent addressed to the Administrative Agent confirming its agreement to act as the Initial Process Agent for the purposes of Section 9.14(c). (xx) With respect to each Borrower that is a TMK, (x) a certified copy of such Borrower’s business commencement notification (gyoumu kaishi todoke) (including the asset liquidation plan and other attachments) affixed with a receipt stamp of the director of the competent local finance bureau, (y) copies of any modification (if any) to the asset liquidation plan since the date of filing of such business commencement notification affixed with a receipt stamp of the director of the competent local finance bureau, and (z) a valid and current asset liquidation plan (affixed with a receipt stamp of the director of the competent local finance bureau if it has been submitted to the competent local finance bureau). (b) The Administrative Agent Lender Parties shall have received be satisfied with any change to the Fee Letterscorporate and legal structure of any Loan Party or any Subsidiary thereof occurring after December 31, duly executed by each 2017, including any changes to the terms and conditions of the parties theretocharter and bylaws, memorandum and articles of association, operating agreement, partnership agreement or other governing document of any Loan Party occurring after December 31, 2017. (c) The Borrowers Lender Parties shall have paidbe satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or caused to be paid, all of the fees payable defeased in accordance with the Fee Lettersfull or otherwise satisfied and extinguished. (d) Prior Before and after giving effect to or concurrently with the making of such initial Extension of Credittransactions contemplated by the Loan Documents, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, there shall have been paid occurred no material adverse change in fullthe business or financial condition of the Parent Guarantor and its Subsidiaries taken as a whole since December 31, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2017. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or Digital Realty – Yen Credit Agreement arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby. (f) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent such documentation Lender Parties) and shall remain in effect, and no law or information is requested regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) There exists no default or event of default under any of the Global Facility Documents on the part of the Operating Partnership or any Affiliate thereof. (h) The Borrowers shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out‑of‑pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent, subject to the terms of the Fee Letter).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, A Note duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;the order of each Lender that has requested the same. (ii) As to each Borrowing Base Asset: (A) a current record owner and lien search performed by a title insurer acceptable to the Administrative Agent showing that the applicable Loan Party identified in Schedule II is the current record title holder of such Borrowing Base Asset and showing no Liens of record other than Permitted Liens, (B) evidence satisfactory to the Administrative Agent that the applicable owner or lessee, as applicable, of such Borrowing Base Asset shall have complied with the Subsidiary Guarantor Requirements, and (1) the most recently prepared land survey for such Borrowing Base Asset, prepared by a land surveyor duly registered and licensed in the State in which the property described in such survey is located, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent and (2) a certificate of a Responsible Officer of the Borrower confirming that there have been no material changes to the dimensions or locations of the land or improvements shown in such survey since the date of such survey, (D) engineering, soils, seismic (for those Borrowing Base Assets located in seismic zones 3 or 4), environmental and other similar reports as to the Borrowing Base Assets, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) copies of all material licenses, permits and approvals, including, without limitation, any liquor license, innkeeper’s license and certificate of occupancy for each Borrowing Base Asset, (F) a zoning report for each Borrowing Base Asset located in a State in which a zoning endorsement is not available, issued by Planning and Zoning Resources Corp. or another professional firm reasonably acceptable to the Administrative Agent, (G) an Acceptable Appraisal of each Borrowing Base Asset, dated no less than 15 days prior to the Closing Date, (H) certified copies of each Management Agreement and Franchise Agreement, Qualifying Ground Lease and all amendments thereto, entered into with respect to each of the Borrowing Base Assets, (I) certified copies of all leases (including, without limitation, all leases with Affiliates and Operating Leases) and Material Contracts relating to each of the Borrowing Base Assets, and (J) copies of all Liens on each of the Borrowing Base Assets, including, without limitation, any reciprocal easement agreements, easements and other items of record. (iii) Completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party, and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such financing statements, (iv) This Agreement duly executed by the Loan Parties and the other parties thereto. (v) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to be, be a party (the “Closing Authorizing Resolution”), and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vii) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President, Executive Chairman or Chief Manager and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bx) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries and the Predecessor as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2010 of the Organizational Documents Predecessor, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as in effect on such date;of a later date within 45 days of the day of the Initial Extension of Credit) and financial projections for the Parent Guarantor’s consolidated operations. (ivxi) Copies Evidence of all insurance (which may consist of binders or certificates of insurance) naming the Disclosure Documents Administrative Agent as loss payee and additional insured with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties. (it being agreed that those Disclosure Documents publicly available on the SEC’s xii) An opinion of Kleinberg, Kaplan, ▇▇▇▇▇ Database or on FE’s website no later than & ▇▇▇▇▇, P.C., New York counsel for the Business Day immediately preceding Loan Parties, with respect to the date of matters (and in substantially the form) set forth in Exhibit E-1 hereto and as to such Extension of Credit will be deemed to have been delivered under this clause (iv));other matters as any Lender Party through the Administrative Agent may reasonably request. (vxiii) An opinion of local counsel for the Loan Parties (A) in Delaware and in any other states in which the Loan Parties are organized or formed, in substantially the form of Exhibit E-2 hereto, (B) in Maryland in substantially the form of Exhibit E-3 hereto, and (C) from ▇▇▇▇▇, ▇▇▇▇▇ Day& ▇▇▇▇▇▇, special counsel for LLP in substantially the form of Exhibit E-4 hereto, in each Borrower;case covering such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixiv) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit. (xv) A certificate of an Authorized signed by a Responsible Officer of each Borrower certifying the satisfaction Borrower, dated the Closing Date, stating that after giving effect to the Initial Extension of Credit the conditions specified Parent Guarantor shall be in compliance with the covenants contained in Section 3.02(i) 5.04, together with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all supporting information in form and substance satisfactory to the Administrative Agent, Agent showing the computations used in determining compliance with such Fronting Bank or such other Lender (as the case may be)covenants. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paid, or caused be satisfied that all Existing Debt shall be on terms and conditions reasonably satisfactory to be paid, all of the fees payable in accordance with the Fee LettersLender Parties. (d) Prior Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, assets, properties, liabilities (actual or concurrently with the making of such initial Extension of Creditcontingent), all amounts outstanding under the Existing FE Credit Agreementoperations, in each case, whether for principal, interest, fees condition (financial or otherwise) or prospects of the Loan Parties or the Predecessor since December 31, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2010. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Material Litigation from that described on Schedule 4.01(f) hereto. (f) All governmental and information required third party consents and approvals necessary in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Loan Documents shall have been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) Each Subsidiary Guarantor shall have complied with the Subsidiary Guarantor Requirements and provided evidence of such documentation or information is requested by compliance satisfactory to the Administrative Agent. (h) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial a Committed Advance to any Borrower, and or of the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (ai) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Committed Notes) with one copy in sufficient copies for each Fronting Bank and each Lender: (iA) This Agreement, duly executed by each The Committed Notes payable to the order of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Lenders. (iiB) Certified copies of the resolutions of the Board of Directors of each Borrower Loan Party approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect transactions contemplated by the Loan Documents and each Loan Document to this Agreement which it is or is to be a party. (C) A copy of a certificate of the Secretary of State or other appropriate official of the jurisdiction of incorporation of (x) ACE INA, dated reasonably near the date of the Initial Extension of Credit, certifying (A) as to a true and correct copy of the charter of ACE INA and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to ACE INA's charter on file in such Secretary's office, (2) ACE INA has paid all franchise taxes to the date of such certificate and (C) ACE INA is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation and (y) each other Loan Party, dated reasonably near the Initial Extension of Credit, certifying as to the good standing (or existence) of such Loan Documents;Party. (iiiD) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (1) in the case of ACE INA, the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(a)(i)(C), (2) a true and correct copy of the bylaws (in the case of ACE INA) or the constitutional documents (in the case of each Loan Party) of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(i)(B) were adopted and on the date of the Initial Extension of Credit, (3) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (4) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (5) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (E) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date;thereunder. (ivF) Copies A favorable opinion of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s 1) ▇▇▇▇▇▇ Database or on FE’s website no later than and ▇▇▇▇▇▇, Cayman Islands counsel for the Business Day immediately preceding Parent, in substantially the date form of Exhibit D-1 hereto and as to such Extension of Credit will be deemed to have been delivered under this clause other matters as any Lender through the Administrative Agent may reasonably request, (iv)); (v2) An opinion of ▇▇▇▇▇, ▇▇▇▇▇ Day& ▇▇▇▇▇, special New York counsel for the Loan Parties, in substantially the form of Exhibit D-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for ACE Bermuda and Tempest, in substantially the form of Exhibit D-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ii) (x) No development or change occurring after January 11, 1999, and no information becoming known after such date, that results in a material change in the planned post-Acquisition corporate and capitalization structure of the Parent or in the capitalization structure of the Parent's subsidiaries contemplated in the Pre-Commitment Information and (y) the Lenders shall be reasonably satisfied with the corporate and legal structure and capitalization of each Borrower;Loan Party (other than the Parent), including the terms and conditions of the constitutional documents of each such Person and of each material agreement or instrument relating to such structure. (iii) There shall have occurred no material adverse change since September 30, 1998 in the business, financial condition, operations or properties of (i) CIGNAP&C or (ii) the Parent and its Subsidiaries, taken as a whole. (iv) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (x) could be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Loan Document or the other transactions contemplated by the Loan Documents. (v) The Pre-Commitment Information shall be true and correct in all material aspects, and no additional information shall have come to the attention of the Administrative Agent or the Lenders that is inconsistent in any material respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (vi) A certificate No development or change occurring after January 11, 1999, and no information becoming known after such date, that (x) results in or could reasonably be expected to result in a material change in, or material deviation from, the Pre-Commitment Information that is or could reasonably be expected to be materially adverse to any Borrower or any of an Authorized Officer of each Borrower certifying its Subsidiaries or materially adverse to the satisfaction of the conditions specified in Section 3.02(iLenders or (y) with respect has had or could reasonably be expected to such Borrower; andhave a Material Adverse Effect. (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused paid all accrued fees of the Agents and the Lenders and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to be paid, the Administrative Agent and local counsel on behalf of all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementLenders), in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), case to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereofthen due and payable.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ EDGAR Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Jones Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers FE shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementAgreements, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement Agreements shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.. 63

Conditions Precedent to Initial Extension of Credit. The In addition to satisfying each of the conditions precedent set forth in Section 3.3, the obligation of each Lender to make its the initial Advance to Advances (or otherwise extend any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are credit hereunder) is subject to the prior fulfillment, to the satisfaction of Lender, of each of the conditions precedent that on or before the date of any such Extension of Creditset forth below: (a) The Administrative Agent the Closing Date shall occur on or before June 24, 2003; (b) Lender shall have received all financing statements required by Lender, and Lender shall have received searches reflecting the following, filing of all such financing statements; (c) Lender shall have received each dated of the same date (except for the financial statements referred to in paragraph (iv))following documents, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank Lender, duly executed, and each Lendersuch document shall be in full force and effect: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;Control Agreements, (ii) Certified copies the Disbursement Letter, (iii) the Fee Letter, (iv) the Mortgages, together with any consents required for such Mortgages, (v) the Officers’ Certificate, (vi) the Intercreditor Agreement and the Subordination of Mortgage, (vii) the Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (viii) the Intercompany Subordination Agreement, (ix) the Management Fees Subordination Agreement, (x) the Construction Security Agreements, (xi) the Fixed Price Contract, and (xii) the Management Agreement, together with any subordination agreements with respect to management fees under such agreements; (d) Lender shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of the Board such Borrower’s board of Directors directors (or comparable manager) authorizing its execution, delivery, and performance of each Borrower approving this Agreement and the other Loan Documents to which it is, or such Borrower is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the authorizing specific officers of such Borrower authorized to sign execute the same; (e) Lender shall have received copies of each Loan Document to which such Borrower isBorrower’s Governing Documents, as amended, modified, or is supplemented to becomethe Closing Date, certified by the Secretary of such Borrower; (f) Lender shall have received a party and certificate of status with respect to each Borrower, dated within 10 days of the other documents Closing Date, such certificate to be delivered hereunder and (B) that attached thereto are true and correct copies issued by the appropriate officer of the Organizational Documents jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in each case as good standing in effect on such datejurisdiction; (ivg) Copies Lender shall have received certificates of all status with respect to each Borrower, each dated within 30 days of the Disclosure Documents Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later other than the Business Day immediately preceding the date jurisdiction of organization of such Extension of Credit will Borrower) in which its failure to be deemed to have been delivered under this clause (iv))duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (vh) An opinion Lender shall have received a certificate of ▇▇▇▇▇ Dayinsurance, special counsel for each Borrowertogether with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Lender; (vii) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) Lender shall have received Collateral Access Agreements with respect to such Borrower; andthe following locations: Parent’s off-track betting location in New Iberia, Louisiana and Parent’s location in Lafayette, Louisiana; (viij) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all shall have received opinions of Borrowers’ counsel in form and substance satisfactory to the Administrative AgentLender, such Fronting Bank or such other Lender (opinions to include regulatory opinions as to the case may be).due issuance and valid existence of Borrowers’ Gaming License; (bk) The Administrative Agent Lender shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all tax returns required to be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of Permitted Protests; (l) Lender shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of Borrowers’ books and records and verification of Borrowers’ representations and warranties to Lender, the results of which shall be satisfactory to Lender; (m) Lender shall have received completed reference checks with respect to Borrowers’ senior management, the results of which are satisfactory to Lender in its sole discretion; (n) Lender shall have received the Fee Letters, duly executed Closing Date Business Plan; (o) Borrowers shall pay all Lender Expenses incurred in connection with the transactions evidenced by each this Agreement; (p) Lender shall have received (i) appraisals of the parties thereto.Real Property Collateral satisfactory to Lender, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Lender (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Lender assuring Lender that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Lender; (cq) The Lender shall have received copies of the Senior Note Documents; (r) Borrowers shall have paidreceived all licenses (including the Gaming Licenses), approvals or caused to be paidevidence of other actions required by any Governmental Authority, all including the Louisiana Regulatory Authorities, in connection with the execution and delivery by Borrowers of this Agreement or any other Loan Document or with the consummation of the fees payable transactions contemplated hereby and thereby; and (s) all other documents and legal matters in accordance connection with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit transactions contemplated by this Agreement shall have been terminated. delivered, executed, or recorded and shall be in form and substance satisfactory to Lender. Notwithstanding the foregoing, Lender is under no obligation to make the initial Advance (eor otherwise to extend any credit provided for hereunder) The Administrative Agent shall have received unless and until all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation of the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), conditions set forth in Section 3.3 below are satisfied to the extent such documentation or information is requested by the Administrative Agent on behalf satisfaction of the Lenders prior to the date hereofLender.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to any Borrower, and or of the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This A certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit F-1 (the "INTERIM ORDER") and the Interim Order shall be in full force and effect and shall not have been vacated, reversed, modified or amended and there shall be no stay of the performance of any obligation of either Borrower or any of the Loan Parties. The parties hereto acknowledge that the foregoing shall not preclude the entry of any order of the Bankruptcy Court approving or authorizing an amendment or modification of this Agreement or any other Loan Document or the Interim Order permitted by Section 9.01 which amendment of modification shall be acceptable to the Lenders whose consent is required to approve such amendment or modification under Section 9.01. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16. (iii) A security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the "SECURITY AGREEMENT"), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) acknowledgment copies of proper financing statements, duly filed on or before the day of the Initial Extension of Credit under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the terms of the Security Agreement, (F) copies of the Assigned Agreements referred to in the Security Agreement, together with a consent to such assignment, in substantially the form of Exhibit B to the Security Agreement, duly executed by each party to such Assigned Agreements other than the Loan Parties, (G) the Pledged Account Letters referred to in the Security Agreement, duly executed by each Pledged Account Bank referred to in the Security Agreement, and (H) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements). (iv) A guaranty in substantially the parties hereto, form of Exhibit E hereto (together with each other guaranty and Notes requested by any Lender guaranty supplement delivered pursuant to Section 2.18(d5.01(j), in each case as amended, the "SUBSIDIARY GUARANTY"), duly completed and executed by each Borrower and payable to such Lender;Subsidiary Guarantor. (iiv) Certified copies of the resolutions of the Board of Directors of each Borrower Loan Party approving this Agreement the transactions contemplated by the Transaction Documents and the other Loan Documents each Transaction Document to which it is, is or is to bebe a party, a party and of all documents evidencing any other necessary corporate or other action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions contemplated by the Transaction Documents and each Transaction Document to which it is or is to be a party. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of organization of each Loan Party (other than any Loan Party that is an Immaterial Subsidiary or Foreign Subsidiary), dated reasonably near the date of the Initial Extension of Credit, certifying (A) as to a true and correct copy of the charter of such Loan Documents;Party and each amendment thereto on file in his office and (B) that (1) such amendments are the only amendments to such Loan Party's charter on file in his office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization. (iiivii) A copy of a certificate of the Secretary of State of each of the States listed on Schedule 3.01(a)(vii), dated reasonably near the date of the Initial Extension of Credit, with respect to each Loan Party as listed on Schedule 3.01(a)(vii) (other than any Loan Party that is an Immaterial Subsidiary or Foreign Subsidiary), stating that such Loan Party is duly qualified and in good standing as a foreign corporation and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation and good standing or valid existence of such Loan Party under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Loan Party (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Transaction Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bx) that attached thereto are true and correct Certified copies of each of the Organizational Related Documents (including the documents set forth on Schedule 3.01(a)(x) (the "Eleris Documents"), duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request. (xi) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated November 1, 1999, interim financial statements dated the end of such Borrowerthe most recent fiscal quarter for which financial statements are available (or, in each case the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the Initial Extension of Credit), pro forma financial statements as to the Parent Guarantor and forecasts prepared by management of the Parent Guarantor, in effect form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on such date; (iv) Copies a monthly basis following the day of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Initial Extension of Credit will be deemed to have been delivered under this clause (iv));through the end of Fiscal Year 2000 and on an annual basis for each year thereafter until the Termination Date. (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vixii) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsletter, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, from the Parent Guarantor to PricewaterhouseCoopers LLC, its independent certified public accountants, advising such Fronting Bank accountants that the Agents and the Lender Parties have been authorized to exercise all rights of the Parent Guarantor to require such accountants to disclose any and all financial statements and any other information of any kind that they may have with respect to the Parent Guarantor and its Subsidiaries and directing such accountants to comply with any reasonable request of any Agent or any Lender Party for such information. (xiii) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance. (xiv) Certified copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries (the "EMPLOYMENT AGREEMENTS"). (xv) A Notice of Borrowing or Notice of Issuance, as applicable, and a Borrowing Base Certificate relating to the Initial Extension of Credit which shall reflect an Excess Availability in an amount not less than $________. (xvi) Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit E hereto and covering the properties listed on Schedule 4.01(u) (other than the real property located at 1330 West Southern, Tempe, Arizona) (together wit▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Section 5.01(j), in each case as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, the "MORTGAGES"), duly executed by the appropriate Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. (xvii) An Intercreditor Agreement, in form and substance satisfactory to Lender Parties (as amended, to the extent permitted under the Loan Documents, or replaced in accordance with Section 5.02(b)(iii)(G) (the "INTERCREDITOR AGREEMENT"), among the Collateral Agent and IBM Credit Corporation, duly executed by IBM Credit Corporation). (xviii) A favorable opinion of Snell & Wilmer, counsel for the Loan Parties, in ▇▇▇▇▇antially the form of Exhibit G hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xix) A favorable opinion of Gibson, Dunn & Crutcher LLP, special bankruptcy c▇▇▇▇▇▇ t▇ ▇▇e Loan Parties, in substantially the form of Exhibit H hereto and as to such other matters as any Lender Party through the case Administrative Agent may be)reasonably request. (b) All proceedings taken in connection with the execution of this Agreement, the making of the Advances, the issuance of any Letter of Credit, and the execution and delivery of all other Loan Documents and all documents and papers relating thereto shall be satisfactory to the Administrative Agent and its counsel. The Administrative Agent and its counsel shall have received copies of such documents and papers as the Fee LettersAdministrative Agent or its counsel may reasonably request in connection therewith, duly executed by each of in all form and substance satisfactory to the parties theretoAdministrative Agent and its counsel. (c) The Borrowers First Day Orders shall have paidbe reasonably satisfactory in form and substance to the Administrative Agent, or caused to be paidincluding, all without limitation, an order providing for the continuation of the fees payable pre-Filing Date cash management system of the Borrowers and the Guarantors with Citibank, N.A., as modified in accordance with the Fee Lettersterms of this Agreement. (d) Prior to or concurrently The Lender Parties shall be satisfied with the making legal structure and capitalization of each Loan Party and each of its Subsidiaries the capital stock of which Subsidiaries is being pledged pursuant to the Loan Documents, including the terms and conditions of the charter, bylaws and each class of capital stock or other equity interest of each Loan Party and each such initial Extension Subsidiary and of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees agreement or otherwise, shall have been paid in full, all commitments instrument relating to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminatedsuch structure or capitalization. (e) The Administrative Agent Lender Parties shall have received be satisfied that all documentation Existing Debt, other than the Debt (including Debt under the Pre-Petition Inventory Financing Agreements) identified on Schedule 4.01(t) hereto (the "SURVIVING DEBT"), has been prepaid, redeemed or defeased in full or otherwise satisfied and information required extinguished and that all such Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lender Parties. (f) Before giving effect to the transactions contemplated by regulatory authorities under applicable “know your customer” the Transaction Documents and anti- money laundering rules and regulations, including without limitation except as disclosed in the Patriot Act (including, Parent Guarantor's annual report on Form 10-K for the avoidance of doubtFiscal Year ended October 31, Beneficial Ownership Certifications), 1999 or otherwise disclosed to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders Lender Parties in writing prior to the date hereof, there shall have occurred no Material Adverse Change since November 1, 1999 (other than the commencement of the Cases). (g) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the "DISCLOSED LITIGATION") and the commencement of the Cases or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated by the Transaction Documents, and there shall have been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (h) All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Transaction Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Transaction Documents or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them other than the entry by the Bankruptcy Court of the Interim Order or the Final Order, as applicable. (i) The Lender Parties shall have completed a due diligence investigation of the Parent Guarantor and its Subsidiaries in scope, and with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of the Lender Parties during the course of such due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of the Parent Guarantor and its Subsidiaries as they shall

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender the Lenders to make its Loans on the occasion of the initial Advance Borrowing, of any Swingline Bank to make the initial Swingline Loan and of any Borrower, and the obligation of each Fronting LC Issuing Bank to issue its initial the first Letter of Credit (including the deemed issuance of the Existing Letters of Credit hereunder) is subject to the condition that, on or prior to the date of such first Extension of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated as of the same date (except for the financial statements referred to in paragraph (iv)unless otherwise indicated), and each in form and substance reasonably satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (ia) This this Agreement, duly executed by the Borrower, each of the parties hereto, Lenders and Notes the Administrative Agent and acknowledged by the Parent; (b) if requested by any Lender pursuant Lender, a Note, payable to Section 2.18(d)such Lender, duly ▇▇▇▇ completed and executed by each Borrower and payable to such Lenderthe Borrower; (iic) Certified copies all documents that the Administrative Agent and the Lenders may reasonably request relating to the existence of the resolutions Borrower and the Parent, the corporate authority for and the validity of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect matters relevant hereto, all in form and substance reasonably satisfactory to this Agreement the Administrative Agent and such Loan Documents; (iii) A the Lenders, including a certificate of incumbency of each of the Borrower and the Parent, signed by the Secretary or an Assistant Secretary of each the Borrower and the Parent, certifying (A) as to the names and names, true signatures and incumbency of the officer or officers of such Borrower authorized to sign each execute and deliver the Loan Document Documents (other than the Support Agreement) to which such Borrower is, or each is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct attaching certified copies of the Organizational following items: (i) the Support Agreement and the Financial Services Agreement, (ii) the Borrower’s and the Parent’s Certificates of Incorporation, (iii) the Borrower’s and the Parent’s bylaws, (iv) the actions taken by the board of directors of the Borrower and the Parent authorizing the Borrower’s and the Parent’s execution, delivery and performance of this Agreement and the other Loan Documents (other than the Support Agreement) to which each is a party, and (v) all governmental and other third party consents or approvals (if any) required in connection with the execution, delivery and performance of such Borrower, in each case as in effect on such datethe Loan Documents (other than the Support Agreement) by the Borrower and the Parent; (ivd) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ Day& ▇▇▇▇▇▇▇ LLP, special counsel for each Borrowerthe Borrower and the Parent; (vie) A certificate of an Authorized Officer of each Borrower certifying the satisfaction certificates of the conditions specified Secretary of State of Delaware as to the good standing of the Borrower and the Parent as Delaware corporations; (f) (i) the unaudited balance sheet of the Borrower as of December 31, 2021 and the related unaudited statements of income and cash flows for the Fiscal Year then ended, and (ii) the audited financial statements referenced in Section 3.02(i) with respect to such Borrower; and4.05(a). (viig) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, payment of all in form and substance satisfactory (i) fees due to the Administrative Agent, the Joint Lead Arrangers and the Lenders set forth in the Fee Letters and (ii) reasonable and documented fees and expenses of counsel to the Administrative Agent (directly to such Fronting Bank counsel if requested by the Administrative Agent) to the extent accrued and unpaid and invoiced to the Borrower prior to or such other Lender (as on the case may be).Closing Date; (bh) The Administrative Agent shall have received at least five (5) Business Days prior to the Fee LettersClosing Date, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities under in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the Act and any applicable “know your customer” and anti- money laundering rules and regulations, including without limitation to the Patriot Act extent reasonably requested by the Administrative Agent or any Lender at least ten (including10) Business Days prior to the Closing Date; (i) at least five (5) Business Days prior to the Closing Date, for to the avoidance of doubtAdministrative Agent and directly to any Lender requesting the same, a Beneficial Ownership CertificationsCertification in relation to the Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), to the extent such documentation or information is reasonably requested by the Administrative Agent on behalf of the Lenders or any Lender at least ten (10) Business Days prior to the date hereofClosing Date; and (j) such other documents, approvals, and opinions as may be mutually agreed by the Borrower and the Administrative Agent. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its initial Advance to any Borrower, and extend credit under this Agreement for the obligation of each Fronting Bank to issue its initial Letter first time (the “Initial Extension of Credit, are ”) were subject to the prior or concurrent fulfillment or waiver of the following conditions precedent that (each of which was satisfied or waived on or before the date of any such Extension of Credit:prior to July 31, 2021): (a) The the conditions precedent set forth in Section ‎12.1 have been fulfilled or waived; (b) each Obligor shall have duly executed and delivered to the Administrative Agent each of the Credit Documents to which it is a party, including the Credit Documents referenced in ‎Schedule B in each case in form and substance satisfactory to the Administrative Agent; (c) the Administrative Agent has received: (i) a duly certified copy of the articles of incorporation, articles of amalgamation, articles of association or similar documents and by-laws of each Obligor and each Specified Entity; (ii) a certificate of status or good standing for each Obligor and, subject to reasonable commercial efforts, each Specified Entity, in either case, issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor and Specified Entity is incorporated or otherwise formed; (iii) a duly certified copy of the resolution of the board of directors of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Obligor is a signatory; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under this Agreement; (vi) certificates representing all of the issued and outstanding Shares of the Obligors (other than the Borrower and only to the extent such shares are certificated) and the Specified Entities, duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (vii) an executed Disclosure Certificate; (viii) to the extent not delivered pursuant to Section ‎12.2(c)(vii), certified true copies of the Material Agreements; (ix) an opinion of counsel to the Borrower addressed to the Finance Parties and their counsel relating to the status and capacity of the Borrower, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which the Borrower and each other Obligor is a party as of the date hereof, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of the Borrower and each other Obligor and such other matters as the Administrative Agent may reasonably request; (x) requisite information to identify the Obligors under the applicable “know your client” legislation, Anti-Corruption Laws and Anti-Money Laundering and Terrorism Legislation, delivered sufficiently in advance for each Lender to complete such identification; (d) except as disclosed in ‎Schedule S, there shall exist no pending or threatened (in writing to an Obligor) litigation, proceedings or investigations which (i) contests the consummation of the Facility or any part thereof or (ii) could reasonably be expected to have a Material Adverse Effect; (e) all material licenses, permits, government approvals, land rights, franchises, authorizations and other rights necessary for the operation of the Mine shall be in full force and effect; (f) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to in this Agreement; (g) with respect to all Security Documents governed by the laws of jurisdictions other than Mexico, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated in this Agreement, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have received been made which, in the followingopinion of the Administrative Agent’s counsel, each dated acting reasonably, are desirable or required to make effective the same date Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority (except subject to Permitted Liens) of such Security, provided that, for avoidance of doubt, no consent, acknowledgement or other involvement shall be required from any counterparty to any Material Agreements or any other agreement, license, contract or similar document; (h) the Lenders shall have completed their due diligence review, which shall include, but shall not be limited to, the review and assessment of: (i) the Obligors and Specified Entities, (ii) resource and reserve estimates with respect to the Mine, (ii) the Financial Model, (iii) financial statements referred to in paragraph forecast, and (iv))) legal due diligence with respect to the LGJV Agreement and all Material Agreements; (i) Confirmation of any amendments to the LGJV Agreement, in form and substance satisfactory to the Administrative Agent Agent; (j) the Lenders and (except for any Note) with one copy for each Fronting Bank and each Lender:their counsel shall be satisfied, acting reasonably, that (i) This all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to in this Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;; and (ii) Certified copies of no Material Adverse Change has occurred since December 31, 2020, other than the resolutions of Mineral Reserves Overestimate; (k) the Board of Directors Borrower shall have paid to the Administrative Agent (on its own behalf and on behalf of each Borrower approving other Lender) all reasonable and documented fees and expenses required to be paid under this Agreement and under the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerFee Letter; and (viil) Such other certifications, opinions, financial or other information, approvals and documents as the Borrower shall have paid all reasonable invoiced fees of the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused ’s professional advisors required to be paid, all of the fees payable in accordance with the Fee Letterspaid under this Agreement. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE FET Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE FET Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation obligations of each Lender the Lenders to make its extend credit by way of the initial Advance to any Borrower, and drawdown under the obligation of each Fronting Bank to issue its initial Letter of Credit, are Credit Facility is subject to the fulfilment of the following conditions precedent that on at the time, or before the date immediately following, such extension of any such Extension of Creditcredit: (a) The the conditions precedent set forth in Section 12.1 have been fulfilled; (b) the Subject Entities shall have duly executed and delivered to the Administrative Agent shall have received the followingCredit Documents including, without limitation, the Guarantees and Security Documents referenced in Schedule J hereto to which each dated the same date (except for the financial statements referred to in paragraph (iv))is a party, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such LenderAgent; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (Ac) the names Sandstorm Entities shall have executed and true signatures of the officers of such Borrower authorized delivered to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all Agent the Intercreditor Agreement in form and substance satisfactory to the Administrative Agent; (d) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the articles of incorporation, articles of amalgamation or similar documents and by-laws of each Obligor; (ii) a certificate of status or good standing for each Subject Entity (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such Fronting Bank Subject Entity is incorporated; (iii) a duly certified copy of the resolution of the board of directors of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Obligor is a signatory; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the initial extension of credit under the Credit Facility; (vi) certificates representing all of the issued and outstanding Shares of the Guarantors, duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (vii) an omnibus Perfection Certificate signed by an officer of each Obligor; (viii) a compliance certificate in the form of Schedule B hereto signed by a senior financial officer of the Borrower evidencing compliance with Sections 11.1(m), (n), (o) and (p) on a pro forma basis after giving effect to the initial drawdown hereunder; (ix) to the extent not delivered pursuant to Section 12.2(d)(vii), certified true copies of the Material Agreements and the Mining Licenses; (x) insurance binders signed by the issuers of the insurance policies maintained by the Obligors and acknowledging the interests of the Finance Parties in such policies as referred to in Section 11.1(d); (xi) an opinion of counsel to each Obligor addressed to the Finance Parties and their counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Obligor is a party, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation of such Obligor and such other Lender (matters as the case Administrative Agent may be).reasonably request; (bxii) The an opinion of the Administrative Agent’s counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with the transactions hereunder (including, without limitation, the legality, validity and binding nature obligations of the Obligors under, and the enforceability against the Obligors of, the Credit Documents which are governed by the laws of the Province of British Columbia); and (xiii) requisite information to identify the Obligors under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification; (e) no event or circumstance has occurred (nor shall the Lenders become aware of any facts not previously known) since December 31, 2012 which constitutes a Material Adverse Change; (f) except as disclosed in Schedule N, there shall exist no pending or threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the Credit Facility or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; (g) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (h) all documents and instruments other than the Latin Security Documents, shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have received been made which, in the Fee Letters, duly executed by each opinion of the parties thereto.Administrative Agent’s counsel, are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security; (ci) The Borrowers the Borrower shall have paid, or caused paid to the Administrative Agent and the Lenders all fees and expenses required to be paid, all paid on or before the initial extension of credit under the fees payable in accordance with the Fee Letters.Credit Facility; and (dj) Prior all Liens granted to or concurrently with Macquarie Bank Limited by the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, Obligors shall have been paid in fullreleased, all commitments collateral security therefor reconveyed to lend thereunder shall have been terminated, the relevant Obligors and counsel to the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received been authorized to discharge all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent registrations perfecting or publicizing such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereofLiens.

Conditions Precedent to Initial Extension of Credit. 744221928 The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters.. 744221928 (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its Pro Rata Share of the initial extension of credit under this Agreement (whether in the form of an Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial or a Letter of Credit, are ) is subject to the following conditions precedent that on or before the date of any such Extension of Creditprecedent: (a) The Administrative Agent shall have received on or before the day of the initial extension of credit under this Agreement the following, each dated the same date (except for the financial statements referred to in paragraph (iv))such day, in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each LenderAgent: (i) This Agreement, duly executed by A Note payable to the order of each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable in an amount equal to such Lender's Pro Rata Share of the maximum Advance Commitment on the date hereof; (ii) Certified copies of (A) the resolutions of the Board of Directors of each the Borrower approving this Agreement Agreement, the Notes and each of the other Loan Documents to which it is, or is to be, a party Documents; and of (B) all documents evidencing any other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such each of the other Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, the Notes and each of the other Loan Document to which such Borrower isDocuments, or is to become, a party and the other documents to be delivered hereunder accuracy and (B) that attached thereto are true and correct copies currency of the Organizational Documents Borrower's Articles of such Borrower, in each case as in effect on such dateIncorporation and By-Laws attached thereto; (iv) Copies A favorable opinion of all counsel to the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on Borrower, substantially in the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than form of Exhibit E hereto and as to such other matters as the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv))Agent may reasonably request; (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower;Payment instructions from the Borrower with respect to its obligations under the Prior Agreement and evidence that the Borrower has cancelled the financing commitments under the Prior Agreement; and (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction Such other documents, instruments and agreements in furtherance of the conditions specified financing transaction contemplated in Section 3.02(i) with respect to such Borrower; and (vii) Such other certificationsthe Loan Documents, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all each in form and substance satisfactory to the Administrative AgentAgent and its counsel, such Fronting Bank or such other Lender (as the case may be).Agent shall reasonably request, including, without limitation, the documents, instruments and agreements described on the List of Closing Documents attached hereto as Exhibit F. (b) The Administrative Agent shall have received No law or regulation affecting the Fee Letters, duly executed by each of Agent's or any Lender's entering into the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested financing transaction contemplated by the Administrative Loan Documents shall impose upon the Agent on behalf or any of the Lenders prior to the date hereofany material obligation, fee, liability, cost, expense or damages.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and 744224964 substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each the Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign each Loan Document to which such the Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such the Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each the Borrower; (vi) A certificate of an Authorized Officer of each the Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such the Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers Borrower shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated.. 744224964 (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any BorrowerAdvance, and the obligation of each the Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements and information referred to in paragraph paragraphs (iv)) and (v) below), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each the Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes Any Note requested by any a Lender pursuant to Section 2.18(d)2.17, duly completed and executed by each the Borrower and payable to the order of each such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign each Loan Document to which such the Borrower is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents charter and the Code of such Regulations of the Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the SEC Order) required for the due execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is, or is to become, a party; (iv) Copies of the consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of June 30, 2003 and related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six-month period then ended, in all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding cases as amended and restated to the date of such Extension of Credit will be deemed to have been delivered under this clause (iv))delivery; (v) An opinion of ▇▇▇▇ ▇▇ Day. Benz, special Esq., counsel for each the Borrower, substantially in the form of Exhibit D hereto; (vi) An opinion of Pillsbury Winthrop LLP, special counsel for the Borrower, in substantially the form of Exhibit E hereto; (vii) A certificate favorable opinion of an Authorized Officer King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such BorrowerExhibit F hereto; and (viiviii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any the Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such the Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent Borrower and the Fronting Bank shall have received entered into an agreement, in form and substance satisfactory to the Fronting Bank, concerning fees payable by the Borrower to the Fronting Bank for its own account (the “Fronting Bank Fee Letters, duly executed by each of the parties theretoLetter”). (c) The Borrowers Borrower and OE shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee LettersLetter, and the Borrower shall have paid all the fees payable in accordance with the Fronting Bank Fee Letter. (d) Prior to or concurrently with the making of such initial Extension of Credit, all All amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated. (e) All amounts outstanding under the Standby Bond Purchase Agreement, dated as of August 1, 2003, among OE, the purchasers party thereto and Barclays, as administrative agent, whether for principal, interest, fees or otherwise, shall have been paid in full, and the Existing FE Credit Agreement all commitments to lend thereunder shall have been terminated. (ef) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), evidence satisfactory to the extent such documentation or information is requested by the Administrative Agent on behalf it of the Lenders prior to execution and delivery of the date hereofOhio Edison Facilities.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers FE shall have paid, or caused to be paid, paid all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit AgreementAgreements, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement Agreements shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial an Advance to or of any Borrower, and the obligation of each Fronting Issuing Bank to issue its initial a Letter of Credit, are Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent that on before or before concurrently with the date of any such Initial Extension of Credit: (a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated the same date such day (except for the financial statements referred to in paragraph (iv)unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for any Notethe Notes, as to which one original of each shall be sufficient) with one copy in sufficient copies for each Fronting Bank and each LenderLender Party: (i) This Agreement, A Note duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender;the order of each Lender that has requested the same. (ii) [Intentionally Omitted]. (iii) As to each Unencumbered Asset: (A) a current record owner and lien search performed by a title insurer acceptable to the Administrative Agent showing that the applicable Loan Party identified in Schedule II is the current record title holder of such Unencumbered Asset and showing no Liens of record other than Permitted Liens, (B) evidence satisfactory to the Administrative Agent that the applicable owner or lessee, as applicable, of such Unencumbered Asset shall be in compliance with the requirements of Section 5.02(p), (1) the most recently prepared land survey for such Unencumbered Asset, prepared by a land surveyor duly registered and licensed in the State in which the property described in such survey is located, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent and (2) a certificate of a Responsible Officer of the Borrower confirming that there have been no material changes to the dimensions or locations of the land or improvements shown in such survey since the date of such survey, (D) most recently prepared engineering, soils, seismic (for those Unencumbered Assets located in seismic zones 3 or 4), environmental and other similar reports as to the Unencumbered Assets, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) copies of all material licenses, permits and approvals, including, without limitation, any liquor license, innkeeper’s license and certificate of occupancy for each Unencumbered Asset, (F) certified copies of each Management Agreement, Franchise Agreement, and, to the extent applicable, Qualifying Ground Lease, in each case together with all amendments thereto, entered into with respect to each of the Unencumbered Assets, (G) copies of all leases (including, without limitation, all leases with Affiliates and Operating Leases) and Material Contracts relating to each of the Unencumbered Assets, and (H) certificated Equity Interests in TRS Holdco, and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank. (iv) This Agreement duly executed by the Loan Parties and the other parties hereto. (v) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Borrower Loan Party for which it is the ultimate signatory approving this Agreement and the other transactions contemplated by the Loan Documents and each Loan Document to which it is, or such Loan Party is or is to be, be a party (the “Closing Authorizing Resolution”), and of all documents evidencing any other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and each Loan Document to which it or such Loan Documents;Party is or is to be a party. (iiivi) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vii) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President, a Vice President, Executive Chairman or Chief Manager and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which such Borrower is, it is or is to become, be a party and the other documents to be delivered hereunder and thereunder. (Bx) that attached thereto are true Such financial, business and correct copies other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2012 of the Organizational Documents Parent Guarantor, interim financial statements dated the end of such Borrower, in each case as in effect on such date;the most recent fiscal quarter for which financial statements are available and for the six months then ended and financial projections for the Parent Guarantor’s consolidated operations. (ivxi) Copies Evidence of all insurance (which may consist of binders or certificates of insurance) with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Disclosure Documents Lender Parties. (it being agreed that those Disclosure Documents publicly available on the SEC’s xii) An opinion of Kleinberg, Kaplan, ▇▇▇▇▇ Database or on FE’s website no later than & ▇▇▇▇▇, P.C., New York counsel for the Business Day immediately preceding Loan Parties, with respect to the date of matters (and in substantially the form) set forth in Exhibit F-1 hereto and as to such Extension of Credit will be deemed to have been delivered under this clause (iv));other matters as any Lender Party through the Administrative Agent may reasonably request. (vxiii) An opinion of local counsel for the Loan Parties (A) from Hunton & ▇▇▇▇▇▇▇▇ DayLLP, special counsel for in substantially the form of Exhibit F-2 hereto, (B) from ▇▇▇▇▇▇▇ LLP in substantially the form of Exhibit F-3 hereto, and (C) from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP in substantially the form of Exhibit F-4 hereto, in each Borrower;case covering such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixiv) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit and dated and delivered not less than three (3) Business Days prior to the date of the Initial Extension of Credit. (xv) A certificate of an Authorized signed by a Responsible Officer of each Borrower certifying the satisfaction Borrower, dated the Closing Date, stating that after giving effect to the Initial Extension of Credit the conditions specified Parent Guarantor shall be in compliance with the covenants contained in Section 3.02(i) 5.04, together with respect supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such Borrower; andcovenants. (viixvi) Such other certifications, opinions, financial or other information, approvals and documents as A breakage indemnity letter agreement executed by the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all Borrower in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender Agent and dated and delivered to the Administrative Agent at least three (as 3) Business Days prior to the case may be)Closing Date. (b) The Administrative Agent Lender Parties shall have received be satisfied with the Fee Letterscorporate and legal structure and capitalization of each Loan Party and its Subsidiaries, duly executed by including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of the parties theretothem. (c) The Borrowers Lender Parties shall have paid, or caused be satisfied that all Existing Debt shall be on terms and conditions reasonably satisfactory to be paid, all of the fees payable in accordance with the Fee LettersLender Parties. (d) Prior Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, assets, properties, liabilities (actual or concurrently with the making of such initial Extension of Creditcontingent), all amounts outstanding under the Existing FE Credit Agreementoperations, in each case, whether for principal, interest, fees condition (financial or otherwise) or prospects of the Loan Parties since December 31, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated2012. (e) The Administrative Agent There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Material Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have received all documentation been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Material Litigation from that described on Schedule 4.01(f) hereto. (f) All governmental and information required third party consents and approvals necessary in connection with the transactions contemplated by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Loan Documents shall have been obtained (without limitation the Patriot Act (including, for the avoidance imposition of doubt, Beneficial Ownership Certifications), any conditions that are not acceptable to the extent Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) Each Subsidiary Guarantor shall have complied with the requirements of Section 5.02(p) and provided evidence of such documentation or information is requested by compliance satisfactory to the Administrative Agent. (h) The Borrower shall have paid all accrued fees of the Administrative Agent on behalf and the Lender Parties and all reasonable, out-of-pocket expenses of the Lenders prior Administrative Agent (including the reasonable fees and expenses of counsel to the date hereofAdministrative Agent).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are Loan is subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each the Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower Loan Party approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying (A) the names and true signatures of the officers of such Borrower Loan Party authorized to sign each Loan Document to which such Borrower Loan Party is, or is to become, a party and the other documents to be delivered hereunder and hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such BorrowerLoan Party, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Loan Party’s Approval, as applicable) required for the due execution, delivery and performance by such Loan Party of this Agreement and each other Loan Document to which such Loan Party is, or is to become, a party; (iv) Copies of the consolidated balance sheets of FE and its Subsidiaries as of December 31, 2007, and the related consolidated statements of income, retained earnings and cash flows of FE and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of FE and its Subsidiaries as of June 30, 2008, and related consolidated statements of income and cash flows of FE and its Subsidiaries for the three-month period then ended, in all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding cases as amended and restated to the date of such Extension of Credit will be deemed to have been delivered under this clause delivery; (iv));NY) 08014/507/FIRSTENERGY/CA.doc (v) An opinion of Wen▇▇ ▇. ▇▇▇▇▇ Day▇, special ▇ssociate General Counsel, counsel for each the Borrower, or other Associate General Counsel of Borrower, satisfactory in form and substance to the Administrative Agent; (vi) A certificate An opinion of an Authorized Officer of each Borrower certifying Akin Gump Str▇▇▇▇ ▇▇u▇▇ & Fel▇ ▇▇P, special counsel for the satisfaction of Borrower, satisfactory in form and substance to the conditions specified in Section 3.02(i) with respect to such BorrowerAdministrative Agent; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank Agent or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank Agent or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto[Reserved]. (c) The Borrowers Borrower shall have paid, or caused to be paid, paid all of the fees payable on the date hereof in accordance with the Fee LettersAgency Letter. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- anti-money laundering rules and regulations, including including, without limitation limitation, the Patriot Act Act. (includinge) The Borrower shall have issued to the Administrative Agent for its benefit and the benefit of the Lenders a first lien mortgage bond (the “FEGC First Mortgage Bond”) pursuant to the Open-End Mortgage, for General Mortgage Indenture and Deed of Trust dated as of June 19, 2008, between the avoidance Borrower and The Bank of doubtNew York Trust Company, Beneficial Ownership CertificationsN.A. (the “2008 FEGC First Mortgage Indenture”), which FEGC First Mortgage Bond shall (i) be in a principal amount not less than the aggregate amount of the Commitments as of the date hereof, (ii) provide that any Event of Default hereunder (other than an Event of Default under Section 6.01(e) directly arising from a failure to pay or other default under any Existing Credit Facility) shall constitute an “Event of Default” as defined in the 2008 FEGC First Mortgage Indenture or shall otherwise trigger redemption or put rights, in each case in form and substance satisfactory to the extent Administrative Agent, (iii) provide that at no time prior to the Termination Date shall the aggregate outstanding amount of bonds issued under the 2008 FEGC First Mortgage Indenture exceed 60% (or such documentation greater percentage as shall have been consented to by the Administrative Agent, with such consent not to be unreasonably withheld) of the lesser of the Cost or information is Fair Value of all Property Additions (each capitalized term used in this clause (iii) and not otherwise defined herein shall have the meaning set forth in 2008 FEGC First Mortgage Indenture as in effect on the date hereof) and (iv) otherwise be on terms satisfactory to the Administrative Agent. The Loan Parties shall have entered into such documents, including such amendments to this Agreement, and performed such filings, recordations and searches, as are necessary or requested by the Administrative Agent on behalf to give effect to the immediately preceding sentence. (f) The Loan Parties shall have engaged one or more investment banks satisfactory to the Administrative Agent to publicly sell or privately place debt or equity securities of the Lenders prior Loan Parties or their Subsidiaries, the proceeds of which will be used to provide funds for the date hereof.prepayment in full of the Loans and termination of the Commitments. (NY) 08014/507/FIRSTENERGY/CA.doc