Common use of Conditions to Initial Credit Extension Clause in Contracts

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the Administrative Agent’s receipt of the following, each executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts to this Agreement by Holdings, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender); (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that are necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Date; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xi) a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions set forth in Sections 4.02(a) and (b). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreement.

Conditions to Initial Credit Extension. The obligation of the L/C LC Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the Administrative Agent’s receipt of the following, each of which shall be originals, facsimile or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail), followed promptly by originals unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):, or if a Loan Document previously delivered in connection with the Existing Credit Agreement and not being restated in connection with this Agreement, a date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts to of this Agreement by Holdingssufficient in number for distribution to the Administrative Agent, the Borrower and each Lender on and the Closing Date (other than a Cashless Rollover Lender)Lead Borrower; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that are necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (viiiii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be become a party; (viiiiv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the jurisdiction conduct of its organizationbusiness requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (ixv) the a favorable written opinion of ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, dated the Closing Date and addressed to the Administrative Agent Agent, LC Issuer and each Lender the Lenders, in form and substantially in the form provided substance reasonably satisfactory to the Lenders prior Administrative Agent, as to such matters concerning the Closing DateLoan Parties and the Loan Documents as the Administrative Agent may reasonably request; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xivi) a certificate of signed by a Responsible Officer of the Lead Borrower as to the satisfaction of certifying (A) that the conditions set forth specified in Sections 4.02(a) and (b)) have been satisfied, (B) that there has been no event or circumstance since November 29, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Lead Borrower and its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer of the Lead Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Administrative Agent required under the Loan Documents have been obtained and are in effect; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) the Intercreditor Agreement, duly executed by the Equipment Term Loan Lender and the Loan Parties; (xi) the Representations and Warranties of Officers, duly executed by the Loan Parties; (xii) all other Loan Documents, each duly executed by the applicable Loan Parties; (xiii) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens (subject as to priority only to Permitted Encumbrances which are non-consensual Permitted Encumbrances, permitted purchase money Liens, the interests of lessors under Capital Leases or Liens on Equipment Term Loan Priority Collateral securing obligations under the Equipment Term Loan Documents to the extent set forth in the Intercreditor Agreement) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, (C) control agreements with respect to the Loan Parties’ securities and investment accounts, and (D) Collateral Access Agreements as required by the Administrative Agent; and (xv) such other assurances, certificates, documents, or consents as the Administrative Agent reasonably may require. (b) The Lenders and the Administrative Agent shall have received a Borrowing Base Certificate dated the information required under Section 11.19 Closing Date, relating to the fiscal month ended on January 3, 2015, and executed by a Responsible Officer of the Lead Borrower; (c) Borrowers shall have minimum opening Excess Availability of not less than three $40,000,000 after the application of proceeds of the initial Loan and/or the issuance of the initial Letters of Credit and after provision for payment of all fees and expenses of the transaction required to be paid by Borrowers on the Closing Date under the Agreement or the other Loan Documents, (3d) Business Days the Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since November 29, 2014; (e) the Administrative Agent shall have received (i) updated projected monthly Consolidated balance sheets, income statements, statements of cash flows and availability of Borrowers and Guarantors for the period through the end of the 2015 Fiscal Year, (ii) updated projected annual Consolidated balance sheets, income statements, statements of cash flows and availability of Borrowers and Guarantors through the end of the 2019 Fiscal Year, in each case as to the projections described in clauses (i) and (ii) with the assumptions set forth in all of such projections in form and substance reasonably satisfactory to Administrative Agent, and an opening pro forma balance sheet for Borrowers and Guarantors, (iii) third party appraisals of the inventory, in form and containing assumptions and appraisal methods satisfactory to Administrative Agent and the Lead Borrower by an appraiser acceptable to Administrative Agent on which Administrative Agent and Lenders are permitted to rely, with results reasonably satisfactory to Administrative Agent (it being understood that the Borrowers shall not be obligated to reimburse Administrative Agent for the cost of any such inventory appraisal conducted prior to the Closing Date in connection with this facility), and (iv) field examinations of the business and collateral of Borrowers and Guarantors in accordance with Administrative Agent’s customary procedures and practices, with results reasonably satisfactory to Administrative Agent (it being understood that the Borrowers shall not be obligated to reimburse Administrative Agent for the cost of any such field examinations conducted prior to the Closing Date in connection with this facility), and (v) updates of customary legal due diligence, with results reasonably satisfactory to Administrative Agent; (f) there shall be no material pending or, to Borrowers’ actual knowledge, threatened, litigation, proceeding, bankruptcy or insolvency, injunction, order or claims with respect to any Loan Party, the credit facility evidenced by this Agreement or the Equipment Term Loan Facility; (g) there shall not have occurred any (i) default of any Material Contract or of any agreements evidencing any debt of any Loan Party, (ii) default under any of the Equipment Term Loan Documents or (iii) any Default or Event of Default under any of the Loan Documents; (h) there shall be no material misstatements in or omissions from the materials previously furnished to Administrative Agent by Borrowers and Guarantors and Administrative Agent have not become aware of any material information or other matter that is inconsistent in a material and adverse manner with any previous due diligence, information or matter (including any financial information). (i) the consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (j) the Administrative Agent shall have received reasonably satisfactory confirmation that all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent) will be paid by the Borrowers concurrently with the initial Credit Extension. (k) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act. (l) no material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date. (cm) All fees required the Equipment Term Loan Facility shall have been consummated (or consummated substantially concurrently with the consummation of the facility evidenced by this Agreement) on terms and conditions and pursuant to be paid documentation reasonably satisfactory to the Administrative Agent, the Lead Arrangers and the Lenders on or before . (n) the Closing Date shall have been paid. (d) Unless waived by occurred on or before February 28, 2015 or such other date as to which the Lead Borrower and the Administrative Agent, Agent may agree. The Administrative Agent shall notify the Lead Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to , and such notice shall be conclusive and binding on the Loan Parties. Without limiting the generality of the provisions of Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently 9.04, for purposes of determining compliance with the initial Credit Extension on the Closing Date conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be consummateddeemed to have Consented to, and approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received, or substantially concurrently with received notice from such Lender prior to the initial Credit Extensions on the proposed Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreementspecifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of the each Lender and L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel: (i) executed counterparts of this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Agreement by HoldingsSection 4.01) and the Intercompany Note, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)as applicable; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Date; (viii) the Security Agreement, duly executed by each Loan Party, together with:with (subject to the last paragraph of this Section 4.01): (A) no later than two certificates (2including original share certificates and/or original certificates of title) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, Pledged Debt indorsed in blank, (B) proper copies of financing statements in form appropriate statements, filed or duly prepared for filing under under, the Uniform Commercial Code of in all jurisdictions that are necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,, and (C) certified copies evidence that all other actions, recordings and filings of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents with respect to the Security Agreement that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered Agent may deem reasonably necessary or intended desirable in order to be covered perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and Uniform Commercial Code termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (i) the ABL/Term Intercreditor Agreement, duly executed by Holdings, the Borrowers, ▇▇▇▇▇ Fargo as representative for the Secured Parties and Credit Suisse as representative for the Initial Term Secured Parties, the Loan Parties and (ii) the Term Intercreditor Agreement, duly executed by the Loan Parties, the First Lien Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to Agent and the Administrative Second Lien Collateral Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (vii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (viiivii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries Loans Parties is validly existing, in good standing (where such concept is applicable) and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the jurisdiction conduct of its organizationbusiness requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (ixviii) the (i) an opinion of ▇▇▇▇▇▇▇Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and (ii) each local counsel listed on Schedule 4.01(a)(viii), in each case addressed to the Administrative Agent each Agent, each L/C Issuer and each Lender and Lender, as to the matters set forth in Exhibit I; (ix) a customary certificate, substantially in the form provided of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Lenders Transactions and the other transactions contemplated hereby, are Solvent; (a) consolidated audited financial statements (consisting of consolidated balance sheets, consolidated statements of operations, consolidated cash flow statements and consolidated statements of stockholders’ equity) of the Target as of April 30, 2012 and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for the six (6) months’ period ended October 31, 2013, (c) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for each fiscal quarter (and the corresponding portion of the fiscal year and the preceding fiscal year) ending after October 31, 2013 and at least 45 days prior to the Closing Date (if such period is a fiscal quarter) or at least 60 days prior to the Closing Date (if such period is a fiscal year) and (d) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Target as of and for the four quarter period for which financial statements have been delivered pursuant to the preceding clauses (b) or (c), prepared by the Sponsor after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of operations), in each case of the foregoing clauses (a), (b), (c) and (d) prepared in accordance with GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extensions; (xii) a Borrowing Base Certificate, dated the Closing Date, relating to the month ended on February 28, 2014, executed by a Responsible Officer of the Lead Borrower or of GMS; (xiii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d), 4.01 (e), 4.01(f), 4.01(j) and 4.01(k) have been satisfied as of the Closing Date; (xxiv) evidence that the financial statements referenced First Lien Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in Sections 5.05(atheir respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the First Lien Credit Agreement) and (d)will occur on the Closing Date; and (xixv) a certificate evidence that the Second Lien Loan Documents shall have been executed and delivered by all of a Responsible Officer of Borrower as the Persons stated to be party thereto in their respective forms then most recently delivered to the satisfaction of Administrative Agent, and evidence that the conditions set forth “Closing Date” (as defined in Sections 4.02(athe Second Lien Credit Agreement) and (b)will occur on the Closing Date. (b) The Lenders Holdings and the Lead Borrower shall have received the Equity Contribution and Other Equity in the manner and amount described in the definition of the “Transactions”. (c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Lead Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than Indebtedness under the Revolving Credit Facility, the First Lien Loans in an aggregate principal amount of $390,000,000 and the Second Lien Loans in an aggregate principal amount of $160,000,000 and Permitted Surviving Debt. (d) On the Closing Date, after giving effect to the Transactions on a Pro Forma Basis, Availability shall not be less than $75,000,000. (e) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the Closing Date, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Initial Lender, such consent not to be unreasonably withheld or delayed. (f) (a) Between November 30, 2013 and February 11, 2014, there shall not have occurred a Closing Material Adverse Effect and (b) between February 11, 2014 and the Closing Date, no fact, event or circumstance shall have occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or could reasonably be expected to have a Closing Material Adverse Effect. (g) The Administrative Agent shall have received the information required under Section 11.19 not less than received, at least three (3) Business Days prior to the Closing Date. (c) All fees , all documentation and other information required to be paid to by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative AgentPATRIOT Act, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived as is reasonably requested in writing by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower Agent at least two ten (10) Business Days prior to the Closing Date). (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the First Lien Loans, the Second Lien Loans and/or the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Collateral Agent will have a perfected (with the priority required by the ABL/Term Intercreditor Agreement) security interest (subject to liens permitted by Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The representations made by or with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement that are due pursuant material to Section 11.05(athe interests of the Lenders, but only to the extent that the Lead Borrower has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement, shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). (ek) The Refinancing Specified Representations shall have been or shall substantially concurrently with the initial Credit Extension on be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be consummatedtrue and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). (l) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets other than Pledged Interests, for Liens permitted under Section 7.01. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have receivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that (x) to the extent any Lien search or substantially concurrently with Collateral (including the initial Credit Extensions creation or perfection of any security interest) is not or cannot be provided on the Closing Date shall receive, (other than (i) UCC-3 termination statements customary Uniform Commercial Code Lien searches with respect to all Liens securing Holdings, the Existing Credit Agreement Lead Borrower and the Subsidiary Guarantors, in each case, in its jurisdiction of organization, (ii) execution and delivery of a customary personal property security agreement, (iii) the perfection of Liens on Collateral that may be perfected by the filing of financing statements under the Uniform Commercial Code or by intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office and (iv) the pledge and perfection of security interests in the capital stock or other Equity Interests of the Lead Borrower and its Restricted Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock or equivalent certificate) after Holdings’ and the Lead Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of the Revolving Facility on the Closing Date, but instead shall be required to be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Collateral Agent pursuant to arrangements to be mutually agreed between the Collateral Agent and the Lead Borrower and (y) to the extent any Guarantee of any Subsidiary Guarantor cannot be provided as a condition precedent to the availability of the Revolving Credit Facility on the Closing Date because the directors or managers of such Subsidiary Guarantor have not authorized such Guarantee and the election of new directors or managers to authorize such Guarantee has not taken place prior to the funding of the Revolving Credit Facility (such Guarantee, a “payoff letter” for Duly Authorized Guarantee”), such election shall take place and such Duly Authorized Guarantee shall be provided no later than 5:00 p.m., New York Time, on the Existing Closing Date (it being understood that, notwithstanding the foregoing, the execution of all such Guarantees shall be a condition to the availability of the Revolving Credit AgreementFacility on the Closing Date; provided, however, that the release of such executed Guarantees shall not be a condition to the availability of the Revolving Credit Facility on the Closing Date).

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the Administrative Agent’s receipt of the following, each executed by a Responsible Officer of the signing Loan Party, each dated the Closing Initial Funding Date (or, in the case of certificates of governmental officials, a recent date before the Closing Initial Funding Date): (i) executed counterparts to this Agreement by Holdings, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender); (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (ivii) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Initial Funding Date; (viii) the Security Agreement, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank, (B) proper financing statements Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that are necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) a solvency certificate in the form of Exhibit J K executed and delivered by the chief financial officer of the Borrower; (viiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (ixvii) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Signing Date; (xviii) the opinion of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, local counsel to the Loan Parties in Texas, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Signing Date; (ix) the financial statements referenced in Sections 5.05(a) and (d); (x) the Junior Lien Intercreditor Agreement, fully executed by the Second Lien Administrative Agent, the Administrative Agent, and acknowledged by the Loan Parties; and (xi) a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions set forth in Sections 4.02(a) and (b). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Initial Funding Date shall have been paid. (dc) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Initial Funding Date)) that are due pursuant to Section 11.05(a). (d) Substantially concurrently with the initial Credit Extensions on the Initial Funding Date, the initial borrowing under the Second Lien Facility shall be consummated. (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Initial Funding Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Initial Funding Date shall receive, (i) evidence of the discharge of the indentures governing the Senior Secured Notes and the Parent Notes, (ii) UCC-3 termination statements with respect to all Liens securing the Senior Secured Notes and the Existing Credit Agreement and (iiiii) a customary “payoff letter” for the Existing Credit Agreement.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial a Credit Extension hereunder on the Funding Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) the The Administrative Agent’s receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, and in the case of certificates of governmental officials, a recent date before the Closing Date):customary form and substance: (i) executed counterparts to this Agreement by Holdings, a Committed Loan Notice in accordance with the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)requirements hereof; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting that has requested a Note, with such requests provided to the Borrower Note at least two Business Days prior to in advance of the Closing Funding Date; (viii) each Collateral Document and each other document set forth in Schedule 1.01C required to be executed on the Security AgreementFunding Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion)certificates, certificates if any, representing the Pledged Securities (if any) Equity referred to therein accompanied by undated stock powers executed in blank and instruments instruments, if any, evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, Pledged Debt indorsed in blank,; (B) proper financing statements in form appropriate (Form UCC-1 or the equivalent) for filing under the Uniform Commercial Code UCC or other appropriate filing offices of all jurisdictions that are each jurisdiction as may be necessary in order to perfect the Liens security interests purported to be created under by the foregoing Security Agreement, covering the Collateral described in the Security Agreement,; and (C) certified copies of UCC, proper recordation or transfer documentation for filing with the United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches Office or equivalent reports or searches, other appropriate filing offices of each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary jurisdiction as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber may be necessary to perfect the Collateral covered or intended security interests purported to be covered created by the Collateral Documents foregoing Security Agreement; (other than Liens permitted by Section 7.01 or any other Liens acceptable iv) such certificates of good standing (to the Administrative Agent), extent such concept exists in the relevant jurisdiction) from the applicable secretary of state of the state of organization of each Loan Party; and (Dv) a completed and executed Perfection Certificate solvency certificate from the chief financial officer, or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form of attached hereto as Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and D-2; provided that each of the Borrower requirements set forth in clause (iii) above, including the delivery of documents and its Restricted Subsidiaries is validly existing, in good standing instruments necessary to satisfy the Collateral and qualified to engage in business in the jurisdiction of its organization; Guarantee Requirement (ix) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel except to the Loan Partiesextent that a Lien on such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates or other certificates, addressed if any, of the Equity Interests of the Guarantors to the extent possession of such stock certificates or other certificates perfects a security interest therein) shall not constitute conditions precedent to any Credit Extension on the Funding Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Funding Date or without undue burden or expense if the Borrower agrees 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 as soon as practicable, but in any event within 90 days after the Funding Date (subject to extensions approved by the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Date; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xi) a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions set forth in Sections 4.02(a) and (bits reasonable discretion). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummated, and the Administrative Agent shall have receivedPrior to, or substantially concurrently with the initial Credit Extensions Borrowing on the Closing Date Funding Date, the Refinancing Transaction shall receive, (i) UCC-3 termination statements have been consummated and all security interests and guarantees in connection with respect to all Liens securing the Existing Credit Agreement and the Existing Note Purchase Agreement shall have been terminated and released. (iic) Prior to or substantially concurrently with the initial Borrowing on the Funding Date, the IPO Transaction shall have been consummated. (d) The representations and warranties of each Loan Party set forth in Article ‎V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except, in each case, to the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty shall be accurate in all respects as of such date). (e) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (f) After giving effect to the Refinancing Transactions and the IPO Transactions, the Borrower and its Subsidiaries shall have no Disqualified Equity Interests or Indebtedness for borrowed money outstanding other than (a) the Loans and other Credit Extensions hereunder and (b) Indebtedness permitted by ‎Section 7.03. (g) All fees and expenses required to be paid hereunder (or otherwise agreed to be paid in writing) and invoiced at least three Business Days before the Funding Date shall have been paid (or shall be paid substantially contemporaneously with the initial fundings under the Facilities) from the proceeds of the initial fundings under the Facilities. (h) The Administrative Agent shall have received the Annual Financial Statements (and to the extent available unaudited consolidating financial statements), and an unaudited consolidated balance sheet and related statement of comprehensive income, stockholders’ equity and cash flows of Borrower and for each subsequent fiscal quarter period ended at least 60 days prior to the Funding Date. (i) The Administrative Agent shall have received a customary “payoff letter” pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the Existing Credit Agreementtwelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (h) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements). Without limiting the generality of the provisions of ‎Section 9.03(b), for purposes of determining compliance with the conditions specified in this ‎Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Funding Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel: (i) executed counterparts to of this Agreement by Holdingsand a Guaranty from each Guarantor, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)as applicable; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Date; (viii) the Security Agreement, duly executed by each Loan Party, together with: (A) no later than two certificates (2including original share certificates and/or original certificates of title) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, Pledged Debt indorsed in blank, (B) proper copies of financing statements in form appropriate statements, filed or duly prepared for filing under under, the Uniform Commercial Code of in all jurisdictions that are necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of businessbusiness and such other searches that the Administrative Agent reasonably requests, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent7.01), and (D) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a completed manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) each Intellectual Property Security Agreement, duly executed Perfection Certificate substantially by each Loan Party party thereto, together with evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the form of Exhibit I-1Liens created under each Intellectual Property Security Agreement has been taken; (i) the Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent and (ii) the ABL/Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (vii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (viiivii) such documents and certifications (including, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the jurisdiction conduct of its organizationbusiness requires such qualification, except to the extent that failure to be so qualified would not have a Material Adverse Effect; (ixviii) the an opinion of ▇▇▇▇▇▇▇Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative each Agent and each Lender and Lender, as to the matters set forth in Exhibit I; (ix) a customary certificate, substantially in the form provided of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Lenders prior to the Closing Datetransactions contemplated hereby, are Solvent; (xA) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the financial statements referenced in Sections 5.05(a) Borrower and its Subsidiaries for each of the two most recent annual fiscal periods and (dB) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the four-quarter period ending January 31, 2015, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); and; (xi) a Committed Loan Notice relating to the initial Credit Extension; (xii) a certificate of signed by a Responsible Officer of the Borrower as to the satisfaction of certifying (A) that the conditions set forth specified in Sections 4.02(a) and (b)) have been satisfied, and (B) that there has been no event or circumstance since January 31, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (xiii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the Second Lien Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent and attaching such executed Second Lien Loan Documents, and (B) that the “Closing Date” (as defined in the Second Lien Credit Agreement) will occur on or before the Closing Date. (b) On the Closing Date, after giving effect to the Senior Notes Refinancing, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than (i) the Term Facility, (ii) Second Lien Loans in an aggregate principal amount of $130,000,000, (iii) loans under the ABL Facility and (iv) certain real estate financings, capital leases and other Indebtedness in each case with respect to this clause (iv) set forth on Schedule 7.03. (c) The Lenders and the Administrative Agent shall have received satisfactory evidence that the information required Senior Notes Refinancing shall be consummated substantially concurrently with the initial funding of the Term Facility and that all Liens securing obligations under Section 11.19 not less than the Senior Notes have been, or concurrently with the initial funding of the Term Facility are being, released. (d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date. (c) All fees , all documentation and other information required to be paid to by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative AgentPATRIOT Act, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived as is reasonably requested in writing by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower Agent at least two ten (10) Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension All fees and expenses required to be paid on the Closing Date be consummatedshall have been paid in full in cash from the proceeds of the initial funding under the Term Facility, in the case of such expenses, to the extent a reasonably detailed invoice has been delivered to the Borrower at least one (1) Business Day prior to the Closing Date. (f) All actions necessary to establish that the Collateral Agent will have a perfected (with the priority required by the Intercreditor Agreements) security interest (subject to liens permitted by Section 7.01) in the Collateral shall have been taken. (g) The Administrative Agent shall have received the following documents (collectively, the “Flood Documents”) with respect to the Mortgaged Properties listed on Schedule 6.14(b): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the borrower’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 (any of the foregoing being “Evidence of Flood Insurance”). Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received, or substantially concurrently with received notice from such Lender prior to the initial Credit Extensions on the proposed Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreementspecifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts to of this Agreement by HoldingsAgreement, a Guaranty from each Guarantor and the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)Intercompany Note, as applicable; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided to the Borrower Note at least two (2) Business Days prior to the Closing Date; (viii) the Security Agreement, duly executed by each Loan Party, together with:with (subject to the last paragraph of this Section 4.01): (A) no later than two certificates (2including original share certificates and/or original certificates of title) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, Pledged Debt indorsed in blank, (B) proper copies of financing statements in form appropriate statements, filed or duly prepared for filing filing, under the Uniform Commercial Code of in all jurisdictions that are necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,, and (C) certified copies evidence that all other actions, recordings and filings of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents with respect to the Security Agreement that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered Agent may deem reasonably necessary or intended desirable in order to be covered perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each applicable Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) the Closing Date Intercreditor Agreement duly executed by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1Loan Parties; (vi) a solvency certificate in the form of Exhibit J Collateral Assignment (Blocker) duly executed and delivered by the chief financial officer of the BorrowerHoldings; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (viii) such documents and certifications as the Administrative Agent may reasonably require (including, without limitation, Organization Documents and good standing certificates) to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries the Guarantors is validly existing, existing and in good standing and qualified to engage (where such concept is applicable) in business in the its jurisdiction of its organizationformation; (ix) the an opinion of ▇▇▇▇▇▇▇Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Date; (x) a certificate, substantially in the form of Exhibit K, from the chief financial statements referenced officer of Holdings; (xi) the Closing Financial Statements; (xii) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xiii) a certificate, dated as of the Closing Date, duly executed by a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 5.05(a4.01(c), (d), (e), (i) and (d)j) have been satisfied as of the Closing Date; and (xixiv) a certificate evidence that the Second Lien Loan Documents shall have been executed and delivered by all of a Responsible Officer of Borrower as the Loan Parties stated to be party thereto in their respective forms then most recently delivered to the satisfaction of Administrative Agent, and evidence that the conditions set forth “Closing Date” (as defined in Sections 4.02(athe Second Lien Credit Agreement) and (b). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of “Transactions.” (c) All fees required to be paid On the Closing Date, after giving effect to the Administrative AgentClosing Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facilities, the Lead Arrangers Second Lien Loans in an aggregate principal amount of $115,000,000 and the Lenders on or before the Closing Date Permitted Surviving Debt and all Liens securing and any Guarantees of any Indebtedness for borrowed money not permitted by this Section 4.01(c) shall have been paidreleased. (d) Unless waived by the Administrative Agent, the Borrower The Acquisition shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided be consummated pursuant to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall Acquisition Agreement, substantially concurrently with the initial Credit Extension on funding of the Closing Date be consummatedFacilities, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Arrangers, in their capacity as Lenders, and the Administrative Agent shall have receivedother Initial Lenders, without the consent of the Initial Lenders, such consent not to be unreasonably withheld or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreementdelayed.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial a Credit Extension hereunder on the Closing Date is subject to satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated Party and in form and substance reasonably satisfactory to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):Administrative Agent and its legal counsel: (i) executed counterparts to this Agreement by Holdings, a Committed Loan Notice in accordance with the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)requirements hereof; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lenderof this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed counterparts of on the Guaranty; (iv) a Note Closing Date as indicated on such schedule, duly executed by the Borrower in favor of each Lender requesting a NoteLoan Party thereto, together with such requests provided (subject to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with:last paragraph of this Section 4.01): (A) no later than two (2) Business Days certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the seller after the Closing Date (or such later date as may be agreed by Borrower’s use of commercially reasonable efforts to obtain the Administrative Agent in its sole discretion), same: certificates representing the Pledged Securities Equity in each wholly owned Domestic Subsidiary of the Borrower (if anyother than those described under clause (b) referred to therein of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Notes and any pledged Collateral required to be delivered Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent pursuant or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Security Agreement, Collateral Agent or its counsel or are being held in each case, indorsed in blank,escrow or trust for the benefit of the Collateral Agent); (B) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions that are necessary where such filings shall be required under the Security Agreement in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement,; and (C) certified copies of UCCevidence that all other actions, United States Patent recordings and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered filings required by the Collateral Documents (other than Liens permitted by Section 7.01 as of the Closing Date or any other Liens acceptable that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative AgentAgent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a solvency certificate perfected first priority security interest in the form Collateral (subject to Liens permitted under Section 7.01 (or, with respect to Holdings in its capacity as a guarantor of Exhibit J executed and delivered such Indebtedness, Section 7.11) which by operation of law or contract would have priority over the chief financial officer of Liens on the BorrowerCollateral securing the Initial Term Loans) shall have been taken; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party and copies of the Organizational Documents of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty on the Closing Date; (viiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; an opinion from (ixA) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, addressed (B) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, special New Mexico and Nevada counsel to Loan Parties and (C) ▇▇▇▇ ▇▇▇▇▇▇, PC, special Virginia counsel to Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Administrative Agent and each Lender and Transactions) substantially in the form provided attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the Lenders prior to solvency of the Closing DateBorrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (x) the financial statements referenced in Sections 5.05(a) and (d); and (xiviii) a certificate of certificate, dated the Closing Date and signed by a Responsible Officer of Borrower as to the Borrower, confirming satisfaction of the conditions set forth in Sections 4.02(a4.01(c) and (bg); and (ix) the Perfection Certificate, duly completed and executed by the Borrower. (b) The Lenders Closing Fees and all fees and expenses due to the Lead Arrangers, the Co-Manager and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least 3 Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Closing Date Refinancing shall have been consummated or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (e) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. (f) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under Section 11.19 not less than three (3) applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Administrative Agent, at least 3 Business Days prior to the Closing Date, a Beneficial Ownership Certification to the extent requested by the Administrative Agent at least 10 Business Days prior to the Closing Date. (cg) All fees required to be paid to Since the Administrative Agentdate of the Therma Purchase Agreement, no Material Adverse Effect (as defined in the Lead Arrangers and the Lenders on or before the Closing Date Therma Purchase Agreement) has occurred. (h) The Acquisition shall have been paid. (d) Unless waived by the Administrative Agentconsummated, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall be consummated substantially concurrently with the initial Credit Extension borrowing of the Initial Term Loans on the Closing Date, in accordance with the terms of the Purchase Agreement. No provisions of the Therma Acquisition Agreement, as the Therma Acquisition Agreement was in effect on October 30, 2020, shall have been waived or amended or consented to in any material respect in a manner that is materially adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (i) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be consummatedtrue and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), and for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have receivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, or substantially concurrently it is understood that other than with respect to the initial Credit Extensions execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall receivenot constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (isubject to extensions as agreed by the Administrative Agent in its reasonable discretion, which such extensions may be agreed via email from the Administrative Agent or its counsel); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) UCC-3 termination statements with respect or evidence reasonably satisfactory to all Liens securing the Existing Credit Agreement and Administrative Agent that such certificates (iiif any) a customary “payoff letter” are being held in escrow for the Existing Credit Agreementbenefit of the Collateral Agent (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the Administrative Agent’s receipt of the following, each executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts to this Agreement by Holdings, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender); (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that are necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the opinion of ▇▇▇▇▇▇▇Simpson, ▇▇▇▇▇▇▇ Thacher & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Date; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xi) a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions set forth in Sections 4.02(a) and (b). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreement.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make fund its portion of the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts to of this Agreement by HoldingsAgreement, the Borrower Security Agreement, a Subsidiary Security Agreement executed by each Subsidiary of the Borrower, the MLP Security Agreement, the Master Consent to Assignment, the Guaranties, the U.S. Vessel Mortgage and all other Collateral Documents required by the Administrative Agent, each Lender on dated as of the Closing Date (other than a Cashless Rollover Lender)Date; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a Noteprincipal amount equal to such Lender's Committed Sum, with such requests provided to the Borrower at least two Business Days prior to each dated as of the Closing Date; (v) the Security Agreement, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that are necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (viiiii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viiiiv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, and in good standing and qualified to engage in business in the jurisdiction of its organization; (ixv) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the opinion representations and warranties contained in Article V are true and correct in all respects on and as of ▇▇▇▇▇▇▇such date, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP(B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2003, there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the MLP, the Borrower General Partner or the Borrower and its Subsidiaries, taken as a whole, or (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the MLP General Partner, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (vi) opinions from (A) Baker Botts L.L.P., counsel to each Loan Party, substantiall▇ ▇▇ t▇▇ ▇▇rm of Exhibit F-1 hereto, and (B) local counsel to each Loan Party in the States of Arkansas, Louisiana, and Florida with respect to each Mortgage, or amendment thereto, executed by a Loan PartiesParty; (vii) a letter from CT Corporation System, addressed Inc., to accept service of process in the Administrative Agent State of New York on behalf of the Borrower and each Lender and substantially Guarantor; (viii) a duly completed Compliance Certificate in the form provided to of Exhibit C signed by a Responsible Officer of the Lenders prior to Borrower and a Responsible Officer of the MLP demonstrating pro forma compliance with Section 7.15 as of the Closing Date; (xix) a duly completed Borrowing Base Certificate in the financial statements referenced in Sections 5.05(a) form of Exhibit I signed by a Responsible Officer of the Borrower and (d)a Responsible Officer of the MLP; and (xix) a certificate of a Responsible Officer of Borrower such other assurances, certificates, documents, consents or opinions as to the satisfaction of Administrative Agent, the conditions set forth in Sections 4.02(a) and (b)L/C Issuer, the Swing Line Lender, or the Required Lenders reasonably may require. (b) The Lenders Any fees due and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before payable at the Closing Date shall have been paid. (c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. (d) Unless waived Each Company shall have delivered the following documents: (i) such Lien searches and abstracts of title as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages; (iii) evidence that the Collateral Agent has been named as loss payee and mortgagee under all policies of casualty insurance pertaining to the Collateral; (iv) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords and other Persons party to material contracts relating to any Collateral as to which the Collateral Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender; (v) certificates evidencing all of the issued and outstanding shares of capital stock pledged pursuant to the Collateral Documents, which certificates shall in each case be accompanied by undated stock powers duly executed in blank and, with respect to uncertificated securities pledged pursuant to the Collateral Documents, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent for the benefit of the Lenders in accordance with the Uniform Commercial Code; and (vi) evidence that all other actions necessary or, in the opinion of the Administrative Agent, the Borrower shall have paid all applicable expenses Collateral Agent, or the Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided except to the Borrower at least two Business Days prior extent otherwise permitted hereunder), and to enhance the Administrative Agent's and the Collateral Agent's ability to preserve and protect its interests in and access to the Closing Date)) that are due pursuant to Section 11.05(a)Collateral, have been taken. (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, Receipt of (i) UCC-3 termination statements with respect to all Liens securing certificates of ownership for each of the Existing Credit Agreement and U.S. Flag Vessels, (ii) a customary “payoff letter” field audit and inventory valuation report in form and substance satisfactory to the Administrative Agent, and (iii) other information regarding the Collateral requested by the Administrative Agent. (f) Receipt from an independent appraiser acceptable to the Administrative Agent of an Appraisal for the Existing Credit AgreementFixed Assets and the Vessels (other than the Fixed Assets and Vessels for which as Appraisal has been provided to the Administrative Agent within the past year). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, Party each dated in form and substance reasonably satisfactory to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):Administrative Agent and its legal counsel: (i) executed counterparts to this Agreement by Holdings, a Committed Loan Notice in accordance with the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)requirements hereof; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lenderof this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed counterparts of on the Guaranty; (iv) a Note Closing Date as indicated on such schedule, duly executed by the Borrower in favor of each Lender requesting a NoteLoan Party thereto, together with such requests provided (subject to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with:last paragraph of this Section 4.01): (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion)certificates, certificates if any, representing the Pledged Securities Equity in the Borrower and, to the extent received from the Seller after Holdings’ use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly-owned Domestic Subsidiary (if anyother than those described under clause (b) referred to therein of the definition of “Excluded Subsidiary”) accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Notes and any pledged Collateral required to be delivered Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent pursuant or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Security Agreement, in each case, indorsed in blank,Collateral Agent or its counsel); (B) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions that are the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement,; and (C) certified copies of UCCevidence that all other actions, United States Patent recordings and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered filings required by the Collateral Documents (other than Liens permitted by Section 7.01 as of the Closing Date or any other Liens acceptable that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to establish that the Collateral Agent will have (i) a solvency certificate perfected first priority security interest in the form Fixed Asset Collateral and (ii) a perfected second priority security interest in the ABL Priority Collateral (in each case, subject to Liens permitted under Section 7.01 which by operation of Exhibit J executed and delivered by law of contract would have priority over the chief financial officer of Liens securing the BorrowerObligations) shall have been taken; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty on the Closing Date; (viiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the an opinion of from ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, addressed chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Administrative Agent and each Lender and Transactions) substantially in the form provided to the Lenders prior to the Closing Dateattached hereto as Exhibit E-2; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xiviii) a certificate of certificate, dated the Closing Date and signed by a Responsible Officer of Borrower as to the Borrower, confirming satisfaction of the conditions set forth in Sections 4.02(a4.01(h), (i) and (bj); (ix) the Perfection Certificate, duly completed and executed by the Loan Parties; and (x) copies of recent UCC, tax and judgment Lien searches in each jurisdiction reasonably requested by the Administrative Agent, and searches of the United States Patent and Trademark Office and the United States Copyright Office with respect to the Loan Parties. (b) The Lenders Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) Prior to or substantially simultaneously with the initial Credit Extensions, the Borrower shall have received at least $1,040,000,000 in gross cash proceeds from the issuance of the Dollar Senior Notes and €235,000,000 in gross cash proceeds from the issuance of the Euro Senior Notes. (d) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been consummated. (e) The Lead Arrangers shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (f) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under Section 11.19 not less than three (3) applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (cg) All fees required Prior to be paid to or substantially simultaneously with the Administrative Agentinitial Credit Extensions, the Lead Arrangers Borrower and the Lenders other parties thereto shall have entered into the ABL Credit Agreement and the ABL Credit Agreement shall be effective. (h) Since December 31, 2013, there has been no effect, change, event, occurrence, development or circumstance that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement as in effect on or before April 4, 2014) on the Closing Date Company. (i) The Acquisition shall have been paid. (d) Unless waived by the Administrative Agentconsummated, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall be consummated substantially concurrently with the initial Credit Extension borrowing under any of the Facilities, in accordance with the terms of the Purchase Agreement. The Purchase Agreement shall not have been amended or waived in any material respect by Borrower or any of its Affiliates, nor shall Borrower or any of its Affiliates have given a material consent thereunder, in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Purchase Agreement shall be deemed to be materially adverse to the Lenders). (A) The Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (or in all respects, if any such Purchase Agreement Representation or Specified Representation is already qualified by materiality); provided that any reference to “Material Adverse Effect” in such Purchase Agreement Representations shall be consummateddeemed to refer to “Material Adverse Effect” (as defined in the Purchase Agreement as in effect on April 4, 2014); and (B) the Equity Contribution shall have been consummated and the Borrower shall have received the proceeds from the Equity Contribution. (k) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent required under Section 6.07(c) hereof. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received, or substantially concurrently with received notice from such Lender prior to the initial Credit Extensions on the proposed Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreementspecifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, Party each dated in form and substance reasonably satisfactory to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):Administrative Agent and its legal counsel: (i) executed counterparts to this Agreement by Holdings, a Committed Loan Notice in accordance with the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)requirements hereof; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lenderof this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed counterparts of on the Guaranty; (iv) a Note Closing Date as indicated on such schedule, duly executed by the Borrower in favor of each Lender requesting a NoteLoan Party thereto, together with such requests provided (subject to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with:last paragraph of this Section 4.01): (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion)certificates, certificates if any, representing the Pledged Securities Equity in the Borrower and, to the extent received from the Seller after Holdings’ use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly-owned Domestic Subsidiary (if anyother than those described under clause (b) referred to therein of the definition of “Excluded Subsidiary”) accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Notes and any pledged Collateral required to be delivered Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent pursuant or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Security Agreement, in each case, indorsed in blank,Collateral Agent or its counsel); (B) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions that are the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement,; and (C) certified copies of UCCevidence that all other actions, United States Patent recordings and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered filings required by the Collateral Documents (other than Liens permitted by Section 7.01 as of the Closing Date or any other Liens acceptable that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to establish that the Collateral Agent will have (i) a solvency certificate perfected first priority security interest in the form Fixed Asset Collateral and (ii) a perfected second priority security interest in the ABL Priority Collateral (in each case, subject to Liens permitted under Section 7.01 which by operation of Exhibit J executed and delivered by law of contract would have priority over the chief financial officer of Liens securing the BorrowerObligations) shall have been taken; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty on the Closing Date; (viiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the an opinion of from S▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, addressed chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Administrative Agent and each Lender and Transactions) substantially in the form provided to the Lenders prior to the Closing Dateattached hereto as Exhibit E-2; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xiviii) a certificate of certificate, dated the Closing Date and signed by a Responsible Officer of Borrower as to the Borrower, confirming satisfaction of the conditions set forth in Sections 4.02(a4.01(h), (i) and (bj); (ix) the Perfection Certificate, duly completed and executed by the Loan Parties; and (x) copies of recent UCC, tax and judgment Lien searches in each jurisdiction reasonably requested by the Administrative Agent, and searches of the United States Patent and Trademark Office and the United States Copyright Office with respect to the Loan Parties. (b) The Lenders Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) Prior to or substantially simultaneously with the initial Credit Extensions, the Borrower shall have received at least $1,040,000,000 in gross cash proceeds from the issuance of the Dollar Senior Notes and €235,000,000 in gross cash proceeds from the issuance of the Euro Senior Notes. (d) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been consummated. (e) The Lead Arrangers shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (f) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under Section 11.19 not less than three (3) applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (cg) All fees required Prior to be paid to or substantially simultaneously with the Administrative Agentinitial Credit Extensions, the Lead Arrangers Borrower and the Lenders other parties thereto shall have entered into the ABL Credit Agreement and the ABL Credit Agreement shall be effective. (h) Since December 31, 2013, there has been no effect, change, event, occurrence, development or circumstance that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement as in effect on or before April 4, 2014) on the Closing Date Company. (i) The Acquisition shall have been paid. (d) Unless waived by the Administrative Agentconsummated, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall be consummated substantially concurrently with the initial Credit Extension borrowing under any of the Facilities, in accordance with the terms of the Purchase Agreement. The Purchase Agreement shall not have been amended or waived in any material respect by Borrower or any of its Affiliates, nor shall Borrower or any of its Affiliates have given a material consent thereunder, in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Purchase Agreement shall be deemed to be materially adverse to the Lenders). (A) The Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (or in all respects, if any such Purchase Agreement Representation or Specified Representation is already qualified by materiality); provided that any reference to “Material Adverse Effect” in such Purchase Agreement Representations shall be consummateddeemed to refer to “Material Adverse Effect” (as defined in the Purchase Agreement as in effect on April 4, 2014); and (B) the Equity Contribution shall have been consummated and the Borrower shall have received the proceeds from the Equity Contribution. (k) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent required under Section 6.07(c) hereof. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received, or substantially concurrently with received notice from such Lender prior to the initial Credit Extensions on the proposed Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreementspecifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, Party each dated in form and substance reasonably satisfactory to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):Administrative Agent and its legal counsel: (i) executed counterparts to of this Agreement by Holdings, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)Agreement; (ii) the Closing Date Intercreditor Agreement, duly executed counterparts to by each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lenderparty thereto; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided Collateral Document set forth on Schedule 1.01B to the Borrower at least two Business Days this Agreement immediately prior to the Amendment No. 3 Effective Date required to be executed on the Closing Date; (v) the Security AgreementDate as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion)certificates, certificates if any, representing the Pledged Securities (if any) referred to therein Equity in the Lead Borrower and in each wholly owned Domestic Subsidiary of the Lead Borrower accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Notes and any pledged Collateral required to be delivered Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent pursuant or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Security Agreement, in each case, indorsed in blank,Collateral Agent or its counsel); (B) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions that are the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of the Lead Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement,; and (C) certified copies of UCCevidence that all other actions, United States Patent recordings and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered filings required by the Collateral Documents (other than Liens permitted by Section 7.01 as of the Closing Date or any other Liens acceptable that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative AgentAgent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) subject to Section 6.16, all actions necessary to cause the Collateral Agent to have a solvency certificate perfected first priority security interest in the form Collateral (subject to Liens permitted under Section 7.01 which by operation of Exhibit J executed and delivered by law or contract would have priority over the chief financial officer of Liens securing the BorrowerObligations) shall have been taken; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization or registrar of companies in the jurisdiction of incorporation or registration, as applicable, of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty on the Closing Date; (viiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed(w) an opinion from ▇▇▇▇, and that each of the Borrower and its Restricted Subsidiaries is validly existing▇▇▇▇▇, in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, addressed (x) an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, (y) an opinion from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and (z) an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇ N.V.; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer or director with equivalent duties of the Lead Borrower (after giving effect to the Administrative Agent and each Lender and Transactions) substantially in the form provided to attached hereto as Exhibit E-2 (or, at the Lenders prior to sole option and discretion of the Closing Date; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xi) Lead Borrower, a certificate of a Responsible Officer of Borrower third-party opinion as to the satisfaction solvency of the conditions set forth in Sections 4.02(a) Lead Borrower and (bits Subsidiaries on a consolidated basis issued by a nationally recognized firm). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreement.;

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, Party each dated in form and substance reasonably satisfactory to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):Administrative Agent and its legal counsel: (i) executed counterparts to this Agreement by Holdings, a Committed Loan Notice in accordance with the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)requirements hereof; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lenderof this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed counterparts of on the Guaranty; (iv) a Note Closing Date as indicated on such schedule, duly executed by the Borrower in favor of each Lender requesting a NoteLoan Party thereto, together with such requests provided (subject to the Borrower at least two Business Days prior to the Closing Date; (v) the Security Agreement, together with:last paragraph of this Section 4.01): (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion)certificates, certificates if any, representing the Pledged Securities Equity in the Borrower and, to the extent received from the Seller after Holdings’ use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly-owned Domestic Subsidiary (if anyother than those described under clause (b) referred to therein of the definition of “Excluded Subsidiary”) accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Notes and any pledged Collateral required to be delivered Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent pursuant or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Security Agreement, in each case, indorsed in blank,Collateral Agent or its counsel); (B) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions that are the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement,; and (C) certified copies of UCCevidence that all other actions, United States Patent recordings and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered filings required by the Collateral Documents (other than Liens permitted by Section 7.01 as of the Closing Date or any other Liens acceptable that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to establish that the Collateral Agent will have (i) a solvency certificate perfected first priority security interest in the form Fixed Asset Collateral and (ii) a perfected second priority security interest in the ABL Priority Collateral (in each case, subject to Liens permitted under Section 7.01 which by operation of Exhibit J executed and delivered by law of contract would have priority over the chief financial officer of Liens securing the BorrowerObligations) shall have been taken; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty on the Closing Date; (viiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the an opinion of from S▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, addressed chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Administrative Agent and each Lender and Transactions) substantially in the form provided to the Lenders prior to the Closing Dateattached hereto as Exhibit E-2; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xiviii) a certificate of certificate, dated the Closing Date and signed by a Responsible Officer of Borrower as to the Borrower, confirming satisfaction of the conditions set forth in Sections 4.02(a4.01(h), (i) and (bj); (ix) the Perfection Certificate, duly completed and executed by the Loan Parties; and (x) copies of recent UCC, tax and judgment Lien searches in each jurisdiction reasonably requested by the Administrative Agent, and searches of the United States Patent and Trademark Office and the United States Copyright Office with respect to the Loan Parties. (b) The Lenders Closing Fees and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior all fees and expenses due to the Closing Date. (c) All fees Lead Arrangers and their Affiliates required to be paid to on the Administrative Agent, Closing Date and (in the Lead Arrangers and the Lenders on or case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid. (d) Unless waived by paid from the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements proceeds of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on funding under the Closing Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit AgreementFacilities.

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the The Administrative Agent’s (or, in the case of clause (a)(iii)(A) below, the Designated Senior Representative’s) receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel: (i) executed counterparts to of this Agreement by Holdingsand a Guaranty from each Guarantor, the Borrower and each Lender on the Closing Date (other than a Cashless Rollover Lender)as applicable; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note, with such requests provided to the Borrower at least two Business Days prior to the Closing Date; (viii) the Security Agreement, duly executed by each Loan Party, together with: (A) no later than two certificates (2including original share certificates and/or original certificates of title) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, Pledged Debt indorsed in blank, (B) proper copies of financing statements in form appropriate statements, filed or duly prepared for filing under under, the Uniform Commercial Code of in all jurisdictions that are necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of businessbusiness and such other searches that the Administrative Agent reasonably requests, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent7.01), and (D) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a completed manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) each Intellectual Property Security Agreement, duly executed Perfection Certificate substantially by each Loan Party party thereto, together with evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the form of Exhibit I-1Liens created under each Intellectual Property Security Agreement has been taken; (i) the Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the First Lien Collateral Agent and (ii) the ABL/Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the First Lien Collateral Agent; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (vii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyparty and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (viiivii) such documents and certifications (including, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the jurisdiction conduct of its organizationbusiness requires such qualification, except to the extent that failure to be so qualified would not have a Material Adverse Effect; (ixviii) the an opinion of ▇▇▇▇▇▇▇Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative each Agent and each Lender and Lender, as to the matters set forth in Exhibit I; (ix) a customary certificate, substantially in the form provided of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Lenders prior to the Closing Datetransactions contemplated hereby, are Solvent; (xA) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the financial statements referenced in Sections 5.05(a) Borrower and its Subsidiaries for each of the two most recent annual fiscal periods and (dB) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the four-quarter period ending January 31, 2015, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); and; (xi) a Committed Loan Notice relating to the initial Credit Extension; (xii) a certificate of signed by a Responsible Officer of the Borrower as to the satisfaction of certifying (A) that the conditions set forth specified in Sections 4.02(a) and (b).) have been satisfied, and (B) that there has been no event or circumstance since January 31, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (bxiii) The Lenders and a certificate signed by a Responsible Officer of the Administrative Agent Borrower certifying (A) that the First Lien Loan Documents shall have received been executed and delivered by all of the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required Persons stated to be paid party thereto in their respective forms then most recently delivered to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. attaching such executed First Lien Loan Documents, and (d) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)B) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letter” for the Existing Credit Agreement.the

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make fund its portion of the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:precedent (other than each item or condition, if any, listed on Schedule 4.01, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 4.01 (or such later date as the Administrative Agent shall otherwise permit)): (a) the The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts to of this Agreement by HoldingsAgreement, the Borrower Security Agreement, Subsidiary Security Agreements, MLP Security Agreement and Guaranties, each Lender on dated as of the Closing Date and the Mortgages (or amendments or supplements thereto or confirmations thereof), and all other than a Cashless Rollover Lender)Collateral Documents required by the Administrative Agent; (ii) executed counterparts to each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a Noteprincipal amount equal to such Lender’s Committed Sum, with such requests provided to the Borrower at least two Business Days prior to each dated as of the Closing Date; (v) the Security Agreement, together with: (A) no later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), certificates representing the Pledged Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes and any pledged Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that are necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (vi) a solvency certificate in the form of Exhibit J executed and delivered by the chief financial officer of the Borrower; (viiiii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viiiiv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, and in good standing and qualified to engage in business in the jurisdiction of its organization; (ix) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Date; (x) the financial statements referenced in Sections 5.05(a) and (d); and (xiv) a certificate of signed by a Responsible Officer of Borrower as to the satisfaction of the conditions set forth in Sections 4.02(a) and (b). (b) The Lenders and the Administrative Agent shall have received the information required under Section 11.19 not less than three (3) Business Days prior to the Closing Date. (c) All fees required to be paid to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid certifying that (A) the representations and warranties contained in Article V are true and correct in all applicable expenses respects on and as of such date, (including the reasonable and invoiced fees and disbursements B) no Default or Event of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (e) The Refinancing shall have been or shall substantially concurrently with the initial Credit Extension on the Closing Date be consummatedDefault, and the Administrative Agent shall have received, no “Default” or substantially concurrently with the initial Credit Extensions on the Closing Date shall receive, (i) UCC-3 termination statements with respect to all Liens securing the Existing Credit Agreement and (ii) a customary “payoff letterEvent of Default” for as defined in the Existing Credit Agreement., has occurred and is continuing as of such date, (C) since December 31, 2012, there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the MLP, the Borrower General Partner or the Borrower and its Restricted Subsidiaries, taken as a whole, (D) there is no litigation, investigation or proceeding known to and affecting any Company for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP General Partner or any of their respective properties, that could reasonably be expected to result in a Material Adverse Effect;