Common use of First Credit Event Clause in Contracts

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil▇▇▇▇, Gotshal Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special Georgia counsel for the effect set forth in Exhibit F-2Loan Parties, in each case case, (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (g) Except as set forth in paragraph Schedule 5.10 (nwhich, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) of this Section 4.02 and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (h) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. (i) The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, to the effect set forth in Section 4.01(b)(i). For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially special counsel for the Loan Parties, and (ii) ▇▇▇▇▇ Lord Bissell & Liddell LLP, special counsel for the Loan Parties in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2, in each case Administrative Agent (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Issuing BankClosing Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower each Loan Party hereby request such instructs its counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the following: (i) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of StateState (or other similar official) or (B) in the case of a partnership of or limited liability company, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Loan Party; and (ii) a certificate of the Secretary Secretary, Assistant Secretary, Director, President or Assistant Secretary similar officer or the general partner, managing member or sole member, of each Loan Party Party, in each case dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, effect on the Closing Date, (C) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiiE) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such Person, threatening the existence of such Loan Party. (cd) The Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released, it being understood that, to the extent any lien search or collateral (including the creation, perfection or priority of any security interest) is not or cannot be provided on the Closing Date (other than (i) UCC, tax and judgment lien searches, (ii) the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of financing statements under the UCC or (iii) to the extent applicable, the delivery of equity certificates of each Loan Party (other than the Borrower) and any domestic Subsidiaries of the Loan Parties and related stock or other powers) after use of commercially reasonable efforts to do so then the provision of any such lien search and/or Collateral shall not constitute a condition precedent to the availability of the Revolving Facility Loans on the Closing Date, but a perfected security interest shall instead be required promptly after the Closing Date as required under the Collateral and Guarantee Requirement plus any extensions permitted hereunder, in each case pursuant to arrangements reasonably satisfactory to the Administrative Agent; (e) The Transactions and the initial funding under the HoldCo Credit Agreement shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the Acquisition Agreement and all other related documentation (without material amendment, modification or waiver thereof which is adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed), including each of the following: (i) The Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement; (ii) The Equity Financing shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement; provided, that, to the extent all or any portion of the Equity Financing is not comprised of common equity, the terms and conditions precedent of the Equity Financing shall be reasonably satisfactory in all material respects to the Joint Lead Arrangers and the Administrative Agent; (iii) The Sponsors shall have contributed additional cash common equity to HoldCo in an amount equal to the Initial Interest Payment Amount; and (iv) The Lenders shall have received: (A) the financial statements referred to in Section 3.05; and (B) any additional financial statements received by HoldCo on or prior to the Closing Date pursuant to the Acquisition Agreement; (f) After giving effect to the Transactions, and the other transactions contemplated hereby, the Borrower and its Relevant Subsidiaries shall have no outstanding Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the chief financial officer or another Responsible Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions. (h) Except as set forth in paragraph (ni) the Seller Disclosure Schedules (as defined in the Acquisition Agreement), subject to the provisions of this Section 4.02 13.11 of the Acquisition Agreement or (ii) the KGS SEC Documents (as defined in the Acquisition Agreement) that are publicly available prior to the date of the Commitment Letter (excluding any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are predictive or forward-looking in nature, in each case that are general in nature and do not contain a reasonable level of detail about the specific risk of which they warn), there has not been any Material Adverse Effect since December 31, 2009. (i) The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date. (k) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Credit Facilities have been or concurrently with the Closing Date are being terminated, all Liens securing obligations under the Existing Credit Facilities have been or concurrently with the Closing Date are being released and all amounts outstanding thereunder have been (or will be with the proceeds of the Loans on Closing Date) paid in full. (l) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (e), (f), (h) and (j) of this Section 4.02. (m) The Administrative Agent shall have received all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent at least 10 days in advance of the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇▇, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.2(a), substantially to the effect set forth in Exhibit F-2E-2, in each case case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.1. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (g) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (i) Each of the Mortgages, substantially in the form of Exhibit F, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Administrative Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.2, (iii) each of such Mortgages shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a customary written opinion of (i) Weil, Gotshal Winston & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Escrow Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)formation, including all amendments thereto, of each Loan Partythe Escrow Borrower, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationDelaware, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party the Escrow Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Escrow Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party the Escrow Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors of such Loan Party the Escrow Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person the Escrow Borrower is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation of such Loan Party the Escrow Borrower have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partythe Escrow Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Escrow Borrower, confirming compliance with the conditions precedent set forth in paragraph Sections 4.02(e), (nf) of this Section 4.02 as of the Closing Dateand (i).

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Arrangers in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of Borrower, Holdings and each other Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board member (or equivalent governing body) of Directors of the Borrower or such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer, Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a certificateparty thereto, dated together with (x) certificates, if any, representing the pledged Equity Interests of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date and signed by a Responsible Officer of after the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) ’s use of this Section 4.02 as of commercially reasonable efforts to provide such items on or prior to the Closing DateDate 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 within 120 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 I-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-2I-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents Documents, the Transactions and the Transactions Acquisition as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as certificates of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in Sections 4.01(b) and 4.04(c). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the Borrower and each Subsidiary (other than the Company and its subsidiaries) and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Subsidiaries held by the Borrower or any such Subsidiary shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such shares, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent or, in the case of Book-Entry Shares, transferred into an account of the Collateral Agent maintained with the applicable Book-Entry Transfer Facility; provided, however, that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the capital stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any Foreign Subsidiary. (i) The Security Agreement shall have been duly executed by the Borrower and each Subsidiary (other than the Company and its subsidiaries) and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02 and in existence on the Closing Date) described in such agreement shall have been delivered to the Collateral Agent; provided, however, that the Foreign Subsidiaries and the Puerto Rico Subsidiary shall not be required to execute the Security Agreement and (ii) the Chattel Mortgages shall have been duly executed by the Puerto Rico Subsidiary and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02 and in existence on the Closing Date) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to paragraph (g) above, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) a lender's title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02 and in existence on the Closing Date) shall have been received by the Collateral Agent) and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02 and in existence on the Closing Date, together with such surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (k) The Guarantee Agreement shall have been duly executed by each Subsidiary (other than the Company and its subsidiaries), shall have been delivered to the Collateral Agent and shall be in full force and effect; provided, however, that no Foreign Subsidiary shall be required to execute the Guarantee Agreement. (l) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by each Loan Party, shall have been delivered to the Collateral Agent and shall be in full force and effect. (m) The Administrative Agent shall have received a copy of, or a broker's or insurance company certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents. (n) The Shares to be purchased with the proceeds of this the Loans to be made on the Closing Date shall have been validly tendered to Acquisition Co. in accordance with the Tender Offer Materials, and not withdrawn, and shall be available for purchase pursuant to the Tender Offer. (o) All conditions to the purchase of Shares in the Tender Offer shall have been satisfied without giving effect to any waiver or amendment thereof not approved by the Required Lenders, and Acquisition Co. shall have accepted for payment pursuant to the Tender Offer a majority of the Shares (on a fully diluted basis) (excluding any Shares tendered through "guaranteed delivery" procedures and not yet delivered to Acquisition Co. or its agents); provided, however, that the approval of the Required Lenders shall not be required for any extension of the Tender Offer. (p) There shall not be any action, suit or proceeding at law or in equity or by or before any Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting any Transaction Party or any business, property or rights of such person and relating to the Transactions or the Acquisition (i) that could reasonably be expected to result in a Material Adverse Effect or (ii) that is reasonably likely to restrain, prevent or impose materially burdensome conditions on any Transaction or the Acquisition. (q) To the extent applicable, the Borrower shall have delivered to each Lender a statement on Form U-1 or Form G-3 complying with the requirements of Regulation U or Regulation G, as applicable. (r) No change, and no development or event involving a prospective change, in respect of the assets, capitalization, corporate structure, securities, condition (financial or otherwise), prospects or results of operations of the Borrower or the Company shall have occurred that is deemed by the Lenders, in their good faith judgment, to involve a reasonable likelihood of a Material Adverse Effect. (s) The Administrative Agent shall have received a customary collateral review, reasonably satisfactory in form and substance to the Administrative Agent. (t) The Administrative Agent shall have received (i) the financial statements referred to in Section 4.02 3.05(b) and (ii) consolidated income statement projections, consolidated cash flow projections, consolidated balance sheet projections and related assumptions for the Borrower for each year until the Post-Merger Facilities Maturity Date, after giving effect to the Transactions and the Acquisition. (u) The Administrative Agent shall have received for each Mortgaged Property a copy of the original permanent or temporary certificate of occupancy, if any, issued upon completion of such Mortgaged Property (or any amendment issued upon completion of any alteration) by the appropriate Governmental Authority. (v) The Administrative Agent shall have received (i) an environmental assessment report in form, scope and substance reasonably satisfactory to the Lenders, from Dames & ▇▇▇▇▇, as to any material environmental hazards, liabilities or Remedial Action to which the Borrower or any of the Subsidiaries may be subject and the Lenders shall be reasonably satisfied with the nature and cost of any such hazards, liabilities or Remedial Action and with the Borrower's plans with respect thereto and (ii) written evidence of compliance with the New Jersey Industrial Site Recovery Act pursuant to paragraph (I) of Annex A to the Merger Agreement. (w) The Lenders shall have received a solvency letter from Valuation Research Corporation satisfactory to the Lenders confirming the solvency of the Borrower after giving effect to the Acquisition. (x) The Administrative Agent shall have received evidence reasonably satisfactory to it of the termination or cancellation of, and payment in full of all amounts outstanding under or in respect of, (i) the Credit Agreement dated as of November 25, 1992, among the Closing DateBorrower, the Banks named therein and Citibank, N.A., as agent, (ii) the Standby Letter of Credit Agreement dated October, 1992, between the Borrower and Mellon Bank, N.A., (iii) the $10,000,000 promissory note dated November 22, 1994, from the Borrower to Midlantic National Bank and (iv) the Financing Agreement dated March 9, 1992, between Danbury Pharmacal Puerto Rico, Inc. (formerly known as Danbury Pharmacal Caribe, Inc.), and Banco Popular de Puerto Rico.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil▇▇▇▇, Gotshal & Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The AGS Acquisition shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement in accordance with applicable law and the terms and conditions precedent of the AGS Acquisition as set forth in paragraph the Purchase Agreement, without giving effect to any amendment, waiver, consent or other modification thereof by AcquisitionCo that is materially adverse to the interests of the Lenders (nin their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld or delayed). (f) Prior to, simultaneously, or substantially concurrently with the closing under this Agreement, the Co-Investors shall have contributed an aggregate amount in cash in the form of common equity, or other Equity Interests on terms reasonably acceptable to the Administrative Agent, and which shall be further contributed as common equity to the Borrower, which would cause the Equity Interests of Holdings to represent not less than 35% of the total pro forma consolidated capitalization of Holdings (the “Equity Financing”). (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (h) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any of the Subsidiaries shall have any Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), (ii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Purchase Agreement as in effect on September 16, 2013, as may be modified with the Administrative Agent’s consent and (iii) other Indebtedness permitted under Section 4.02 6.01. (i) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (j) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) Except as set forth in Schedule 5.10 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (l) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date. (m) Except as set forth on Schedule 4.06 to the Purchase Agreement as of September 16, 2013 (provided, that Schedule 4.06 shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules (as defined in the Purchase Agreement as of September 16, 2013) if it is reasonably apparent on its face that such disclosure may be applicable to this condition), since June 30, 2013 and until September 16, 2013, there shall not have been any “Material Adverse Effect” as defined in the Purchase Agreement. Since September 16, 2013, no “Material Adverse Effect” (as defined in the Purchase Agreement as in effect on September 16, 2013, as may be modified with the Administrative Agent’s consent) shall have occurred. (n) The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, to the effect set forth in Section 4.01(b)(i) and Section 4.02(m) hereof. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Pledged Equity of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date 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 within 120 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (f) The Administrative Agent shall have received a certified copy of the Acquisition Agreement, duly executed by the parties thereto (together with all material ancillary agreements entered into in connection therewith and all exhibits and schedules thereto). Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Acquisition shall have been consummated pursuant to the Acquisition Agreement, and no provision of the Acquisition Agreement shall have been waived or amended in any material respect by Holdings or Parent in a manner materially adverse to the Lenders without the consent of the Initial Lenders, such consent not to be unreasonably withheld, conditioned or delayed (it being understood that the good faith determination by the parties to the Acquisition Agreement that the Acquisition Agreement closing conditions specified in Sections 6.1 and 6.2 have been satisfied (other than conditions which by their nature may be satisfied only at the Closing) shall be conclusive). (g) The Administrative Agent shall have received confirmation from the Investors or their representatives that the Equity Contribution and the Mezzanine Financing shall have been consummated, or substantially simultaneously with the initial borrowing hereunder shall be consummated. (h) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible the Chief Financial Officer of the Borrower, confirming compliance with certifying that the conditions precedent set forth in paragraph (n) of this Section 4.02 Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions on the Closing Date, are Solvent as of the Closing Date. (i) On the Closing Date, the representations and warranties made by the Loan Parties in Sections 5.01(a) (solely as to the Borrower), 5.01(b)(ii) (solely as to the Loan Parties), 5.02(a) (solely as to the Loan Documents), 5.02(b)(i) and (b)(iii) (in each case, solely as to the Loan Documents), 5.04, 5.13, 5.17 and 5.18 shall be true and correct in all material respects. (j) The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; provided that the Initial Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least 10 days prior to the Closing Date and are not unduly burdensome on any person unless required by applicable Law. (k) The Initial Lenders shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion in form and substance reasonably satisfactory to the Administrative Agent, of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2each local counsel listed on Schedule 4.02(a), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent, on behalf of itself, the Arrangers, the Lenders and the Issuing Bank, shall have received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Administrative Agent to the effect that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentcomparable entity) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State; State (or comparable entity), (ii) a certificate of the Secretary or Assistant Secretary (or a Responsible Officer) of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentcomparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary (or Responsible Officer) executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer or Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of the Closing Date4.01.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, substantially to each as special counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Liens expressly permitted by Section 6.02 or have been, or will be simultaneously or substantially concurrently with the conditions precedent set forth closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in paragraph Section 3.05. (nf) [Reserved.] (g) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of this Section 4.02 all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (h) The Collateral and Guarantee Requirement, other than those items specified on Schedule 5.13, shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent and the Lenders shall have received on or prior to five Business Days prior to the Closing Date all documentation and other information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)), required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (j) The Closing Date Refinancing shall have been consummated concurrently with the transactions contemplated by this Agreement. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing Date: (a) Date subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) substance customary for senior secured credit facilities in transactions of this kind. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On the Closing Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including analogous documents) and all amendments thereto, thereto of each Loan Party, Party certified as of a recent date by the Secretary of State (or equivalentother appropriate Governmental Authority) of the state (or country) of its organization, and a certificate of legal existence and, if available in organization or such jurisdiction, other evidence as is reasonably satisfactory to the Administrative Agent; (ii) a certificate as to the good standing (or other analogous certification to the extent available) of each Loan Party as of a recent date, from such the appropriate Secretary of StateState (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentsuch other analogous documents to the extent available) of such Loan Party as in effect on the Closing Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person it is a party andparty, 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, (C) that the certificate or articles of incorporation (or analogous documents) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalentother analogous certification or such other evidence reasonably satisfactory to the Administrative Agent) or state certified copies of such documents furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiiv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiiii) above; and (v) such other documents as the Administrative Agent, the Lenders or the Issuing Bank may reasonably request. (b) The Administrative Agent shall have received a certificate of the Borrower, dated the Effective Date and signed by a Financial Officer of the Borrower confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date. (d) The Administrative Agent shall have received a certificatefavorable written opinion of ▇▇▇▇▇ Lovells US LLP, special counsel to the Borrower and the Guarantors, each dated the Closing Effective Date and addressed to the Administrative Agent, the Lenders and the Issuing Bank, in form and substance satisfactory to the Administrative Agent and the Lenders, and the Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent. (e) Neither the Borrower nor any of its Restricted Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Effective Date. (f) The Existing Credit Agreement and all commitments thereunder to lend shall have been terminated, all letters of credit issued thereunder shall have been terminated or shall constitute Existing Letters of Credit, all amounts outstanding thereunder shall have been paid in full and all Liens, if any, securing any obligations thereunder or under any related agreement shall have been permanently released and the Administrative Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (g) The Administrative Agent shall have received counterparts of all Loan Documents signed by a Responsible Officer on behalf of each applicable Loan Party. (h) The Loan Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Borrower, confirming compliance Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions precedent set forth on any of the Loan Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in paragraph the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. (ni) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Section 4.02 as Agreement or the other Loan Documents or the consummation of the Closing transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (j) The Borrower and each Guarantor shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notices shall be conclusive and binding.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Willkie Farr & ▇▇▇▇▇▇ LLPGallagher, counsel for Holdings and the Borrower, ▇▇▇▇▇▇▇▇▇▇▇▇y t▇ ▇▇▇ ▇▇▇ect set forth in Exhibit E-1, and (ii) each local counsel listed on Schedule 4.2(a), substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.1. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (g) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (h) [Reserved]. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.2 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Administrative Agent on behalf of the Secured Parties as additional insured, in form and substance satisfactory to the Administrative Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2each local counsel listed on Schedule 4.02(a), in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of Section 4.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect and each document, except as otherwise provided or agreed to by the Administrative Agent and the Borrower (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first priority (except to the extent otherwise provided therein) security interest in and Lien on the Collateral (subject to any Lien (other than any Second Priority Lien) expressly permitted by Section 6.02) described in the Security Documents shall have been prepared and delivered to the Collateral Agent on the Closing Date. The Pledged Collateral shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent, for the ratable benefit of the Secured Parties, and all certificates or instruments (if any), except as otherwise provided or agreed to by the Administrative Agent and the Borrower, representing Pledged Collateral consisting of certificated equity securities issued by the Borrower or any Subsidiary or instruments issued by Holdings, the Borrower or any Subsidiary, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (f) The Collateral Agent shall, except as otherwise provided or agreed to by the Administrative Agent and the Borrower, have received the results of searches of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such person, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) (i) Each of the Security Documents, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall, except as otherwise provided or agreed to by the Administrative Agent and the Borrower, have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall, except as otherwise provided or agreed to by the Administrative Agent and the Borrower, have been filed and recorded in the recording office as specified on Schedule 3.17(c) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies (or binding commitments therefor) of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, as reasonably requested by the Collateral Agent. (h) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02. (i) The Acquisition shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date and the Administrative Agent shall be satisfied that the Merger will be consummated on the Closing Date immediately after the initial funding of the Loans, in each case in accordance with and on the terms described in the Purchase Agreement, and no material provision or condition of the Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that is adverse in any material respect to the interests of the Lenders without the prior written consent of the Administrative Agent. The Company, as the survivor of the Merger, shall execute this Agreement in order to acknowledge its obligations as the Borrower. The Administrative Agent shall have received copies of the Purchase Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (j) The Investors shall have made the Equity Contribution in an aggregate amount not less than $250,000,000. The Second Lien Credit Agreement shall have been executed and delivered by the parties thereto, the conditions thereunder shall be satisfied and the Borrower shall have received gross cash proceeds of not less than $150,000,000 from the borrowing of loans thereunder. (k) All amounts due or outstanding in respect of the Existing Debt shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any) thereof and security (if any) therefor discharged and released. After giving effect to the Transactions, Holdings and its Subsidiaries shall have outstanding no indebtedness or Disqualified Stock other than (i) Indebtedness under the Loan Documents and under the Second Lien Credit Agreement, (ii) Capital Lease Obligations permitted under the Purchase Agreement and (iii) Indebtedness permitted by Section 4.02 6.01. (l) The Administrative Agent shall have received a certificate from the chief financial officer (or officer with reasonably equivalent responsibilities) of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (m) The Lenders shall have received from the Loan Parties, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (n) The Administrative Agent shall have received unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each fiscal quarter ended after March 31, 2006, and at least 45 days prior to the Closing Date, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (o) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, 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).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion opinions of (i) Weil, Gotshal Winston & ▇▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties, and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP▇▇▇▇, substantially General Counsel of the Loan Parties, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate of formation or articles certificate of incorporation (or other similar formation document)limited partnership, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationObligor, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party Obligor as of a recent date, from such the Secretary of StateState of such Obligor’s State of formation; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Obligor or general partner or sole member thereof dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, limited liability company agreement or equivalent) limited partnership agreement, as applicable, including all amendments thereto, of such Loan Party Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors members (or equivalent body) of such Loan Party Obligor authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate of formation or articles certificate of incorporation limited partnership, as applicable, of such Loan Party have Obligor has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyObligor or general partner or sole member thereof; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. ; (civ) The copies of each Management Agreement, and the Shareholder Purchase Agreement, the Merger Sub Note and the Windsor Note (in each case, including any amendments thereto, including amendments to increase the termination period thereof to a period reasonably satisfactory to the Administrative Agent shall have received a certificateAgent), dated the Closing Date and signed certified by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth Borrower to be true and complete and in paragraph (n) of this Section 4.02 as of effect on the Closing DateDate and in each case in form and substance satisfactory to the Administrative Agent; and (v) such other documents as the Lenders or the Administrative Agent may reasonably request.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Lenders, the Floorplan Funding Agent and the each Issuing Bank, a written an opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent, the Floorplan Funding Agent and the Lenders, and (C) covering of such other matters relating counsel to the Loan Documents and the Transactions as Parties satisfactory to the Administrative Agent shall Agent, in each case, in form and substance reasonably request, and Holdings and satisfactory to the Borrower hereby request such counsel to deliver such opinionsAdministrative Agent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerCompany, confirming certifying compliance with the conditions precedent set forth in paragraph Sections 4.01(b) and 4.02(i). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from a Responsible Officer of the Borrower setting forth the conclusions that, after giving effect to the Transactions, the Loan Parties (on a consolidated basis) are Solvent. (g) The Security Documents (other than any Mortgages) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect. All actions necessary to establish that the Administrative Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens) shall have been taken; provided, however, that, with respect to any Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by the delivery of a stock certificate and stock power duly executed in blank, if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests on terms and conditions as set forth in Section 5.13. (h) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search. (i) From December 31, 2010, no event, change or effect shall have occurred which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect. (j) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02. (k) [Intentionally omitted.] (l) [Intentionally omitted.] (m) All amounts due or outstanding in respect of the Existing Debt shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any) thereof discharged and released. After giving effect to the Transactions, the only Indebtedness of the Borrower and its subsidiaries outstanding shall be (i) Indebtedness under the Loan Documents, (ii) Indebtedness under the Term Loan Documents, (iii) the Specified Senior Indebtedness, (iv) the Specified Senior Subordinated Indebtedness, (v) the Senior Secured Notes, (vi) Indebtedness under the Inventory Financing Agreements and (vii) other Indebtedness permitted by Section 6.01(b)(iii). (n) The Lenders shall have received from the Loan Parties, to the extent requested at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (o) The Lenders shall have received (i) the unaudited pro forma consolidated balance sheet of this the Borrower and its consolidated Subsidiaries (the “Pro Forma Balance Sheet”), certified by the Borrower as having been prepared giving effect (as if such events had occurred on such date) to (A) the Transactions, including the Loans to be made on the Closing Date and the use of the proceeds thereof, and (B) the payment of Transaction Expenses; and (ii) the financial statements of the Company and its Subsidiaries referred to in Section 4.02 3.05. The Pro Forma Balance Sheet shall have been prepared based upon the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at the end of the fiscal quarter ending March 31, 2011, assuming that the events specified in the preceding sentence had actually occurred at such date, and shall be so certified by the Borrower. (p) The Administrative Agent and Co-Collateral Agents shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of May 31, 2011. (q) The Administrative Agent shall have received a properly completed letter of credit application if the issuance of a Letter of Credit will be required on the Closing Date. The Borrower shall have executed the Issuing Bank’s master agreement for the issuance of commercial Letters of Credit. (r) All conditions precedent to the closing of the Term Loan Intercreditor Agreement shall have been satisfied prior to or simultaneously with the closing hereunder, the terms and conditions of the Intercreditor Agreement shall be reasonably satisfactory to the Administrative Agent. (s) All conditions precedent to the closing of the Inventory Financing Intercreditor Agreements shall have been satisfied prior to or simultaneously with the closing hereunder, the terms and conditions of the Inventory Financing Intercreditor Agreements shall be reasonably satisfactory to the Administrative Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official); (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person 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, effect on the Closing Date, (C) that the certificate or articles of incorporation incorporation, certificate of limited partnership or certificate of formation of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) a certificate of a Responsible Officer of Holdings or the Borrower certifying that as of the Closing Date (i) all the representations and warranties set forth in Section 4.01 are true and correct and (ii) that as of the Closing Date, no Default or Event of Default has occurred and is continuing or would result from any Borrowing to occur on the date hereof or the application of the proceeds thereof. (ci) The Collateral and Guarantee Requirement shall have been satisfied, (ii) the Administrative Agent shall have received a duly completed Collateral Questionnaire dated the Closing Date, together with all attachments contemplated thereby, (iii) the Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and (iv) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are either permitted by Section 6.02 or have been released (or authorized for release in a manner satisfactory of the Agent). (e) The Lenders shall have received the financial statements, Projections and other financial information referred to in Sections 3.05 and Section 3.14. (f) On the Closing Date, substantially concurrently with the funding of the Loans, Holdings and its Subsidiaries shall have (i) consummated the Merger in all material respects on the terms described in the Merger Agreement and no provisions thereof shall have been waived, amended, supplemented or otherwise modified in a manner adverse to the Lenders in any material respect without the consent of the Administrative Agent and the Administrative Agent under the Second Lien Credit Agreement, (ii) consummated the Equity Financing, (iii) repaid in full all Existing Debt (other than Indebtedness permitted under Section 6.01) and caused the termination of any commitments to lend or make other extensions of credit under all such Existing Debt, (v) delivered to the Administrative Agent all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Holdings and its Subsidiaries being so repaid or terminated, and (vi) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding with respect to the Indebtedness being so repaid or terminated, or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto. (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the Chief Financial Officer of the Borrower. (h) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document. (i) Since June 30, 2006, except as contemplated by the Acquisition and the Transactions, there shall not have occurred and there is no circumstance or occurrence that is reasonably likely to have (individually or in the aggregate) a Material Adverse Effect (as such term is defined in the Merger Agreement). (j) The Agents shall have received, at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (k) The Administrative Agent shall have received duly executed originals of a certificateletter of direction from the Borrower addressed to the Administrative Agent, dated on behalf of itself and Lenders, with respect to the disbursement on the Closing Date and signed by a Responsible Officer of the Borrowerproceeds of the Loans made on such date. Each Agent and each Lender, confirming compliance with by delivering its signature page to this Agreement and funding a Loan on the conditions precedent set forth in paragraph (n) Closing Date shall be deemed to have acknowledged receipt of this Section 4.02 and consented to and approved each Loan Document and each other document required to be approved by any Agent or Lender, as of applicable, on the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders other Agents and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and I-1, (ii) ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Bockius LLP, special Pennsylvania counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-2I-2 and (iii) local counsel satisfactory to the Agents, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions Transaction as the Administrative Agent Agents shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Agents and to the Lenders. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (iA), (B) and (C) below: (A) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each such Loan Party as of a recent date, date from such Secretary of StateState or (y) in the case of a partnership or of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiB) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or, its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (Cy) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (iA) above, and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiC) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiB) above; and (b) such other documents as the Agents and the Lenders may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of Section 4.01 and (except to the extent that any such condition is required to be satisfactory or determined by the Lenders and/or the Agents) paragraphs (j), (k) and (l) of this Section 4.02 4.02. (e) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all Certificated Securities (as such term is defined in the Pledge Agreement), shall have been delivered to the Collateral Agent, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral, (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral and (z) together with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken; and (ii) the Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (g) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph (as well as any jurisdictions where such Uniform Commercial Code filings would have been made pursuant to the Uniform Commercial Code as in effect in the relevant States prior to July 1, 2001), together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction requested by the Administrative Agent, in each case accompanied by evidence satisfactory to the Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 6.02 or have been released. (i) Each of the Mortgages, substantially in the form of Exhibit D with appropriate changes for local law, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 6.02, (iii) a lender's title insurance policy, paid for by the Borrower, in form and substance acceptable to the Agents, insuring such Mortgage as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 6.02 or otherwise agreed to by the Agents) shall have been received by the Administrative Agent and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Administrative Agent, insuring the Mortgages as valid first Liens on the Mortgaged Properties, free of Liens other than those expressly permitted under Section 6.02 or otherwise agreed to by the Agents, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or this Agreement or as reasonably requested in writing by the Agents or the Lenders. (i) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Agents. (j) The Refinancing and the other portions of the Transaction shall have been consummated in all material respects simultaneously with the incurrence of the initial Loans hereunder in accordance with applicable law and all related documentation, in each case in the form previously approved by the Administrative Agent, and otherwise on terms reasonably satisfactory to the Agents. Furthermore, all other conditions to the obligations of Holdings and its Affiliates set forth in the documents governing each portion of the Transaction shall have been satisfied in all material respects without giving effect to any waivers or amendments adverse to Holdings and its Subsidiaries or the Lenders not approved by the Administrative Agent. (k) After giving effect to the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding Indebtedness or preferred equity, except as permitted by Sections 6.01 and 6.04. (l) All necessary material governmental and material third party approvals and/or consents in connection with the Transaction, the transactions contemplated by the Loan Documents and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the Transaction or the transactions contemplated by the Loan Documents or otherwise referred to herein. (m) All agreements relating to, and the corporate and capital structure of, Holdings and its Subsidiaries, in each case as the same will exist after giving effect to the consummation of the Transaction, shall be reasonably satisfactory to the Agents. (n) All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Agents or payable in respect of the Transaction, shall have been paid to the extent due and invoiced. (o) The Lenders shall have received a solvency certificate from the Chief Financial Officer of Holdings, in form and substance reasonably satisfactory to the Agents, setting forth the conclusions that, after giving effect to the Transaction and the incurrence of all the financings contemplated herein, each of Holdings, individually, Holdings and its Subsidiaries, taken as a whole, the Borrower, individually, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature. (p) The Administrative Agent shall have received (i) historical financial statements for Holdings and its Subsidiaries for each quarterly period ended after September 30, 2002 and twenty Business Days or more prior to the Closing Date (other than the quarterly period ending December 31, 2002), (ii) a pro forma opening balance sheet of Holdings and its Subsidiaries after giving effect to the Transaction and (iii) projections through December 31, 2007 for Holdings and its Subsidiaries after giving effect to the Transaction (it being understood that the projections previously delivered to the Administrative Agent are satisfactory), all of which financial statements or projections shall be consistent in all material respects with the financial information previously provided to the Administrative Agent by Holdings. (q) On the Closing Date, the Administrative Agent shall have received an Officers' Certificate (as defined in each of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture), dated the Closing Date and signed on behalf of the Borrower by a Responsible Officer of the Borrower, (I) certifying that this Agreement and the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Total Revolving Credit Commitment on the Closing Date) are permitted under Section 4.04 of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture and (II) containing financial calculations (in form and substance reasonably satisfactory to the Administrative Agent) establishing compliance with the Fixed Charge Coverage Ratio (as defined in each of the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture) of greater than 1.75:1.0 (after giving effect to the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Revolving Credit Commitment on the Closing Date)) as required by the proviso to Section 4.04 of each of the Senior Subordinated Notes Indenture and the Holdings Discount Note Indenture. (r) On the Closing Date, the total commitments in respect of the Existing Credit Agreement shall have been terminated, and all loans and notes (together with interest thereon) with respect thereto shall have been repaid in full, all letters of credit issued thereunder shall have been terminated (or incorporated as Existing Letters of Credit hereunder) and all other amounts (including premiums) owing pursuant to the Existing Credit Agreement shall have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall have been terminated (except as to indemnification and similar provisions, which may survive to the extent provided therein) and be of no further force and effect. In addition, the creditors in respect of the Existing Credit Agreement shall have terminated and released all security interests in and Liens created pursuant to any security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all such assets to the Borrower or the relevant Loan Party. The Administrative Agent shall have received evidence that the matters set forth in this Section 4.02(r) have been satisfied on such date. 77

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received, received (i) from each Loan Party hereto either (A) a counterpart of this Agreement signed on behalf of itselfsuch party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or PDF transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) duly executed copies (or facsimile or PDF copies) of the Lenders Security Documents by each Loan Party party thereto, (iii) duly executed copies (or facsimile or PDF copies) of any promissory notes requested by a Lender pursuant to Section 2.04(e) at least one Business Day prior to the Closing Date, payable to each such requesting Lender and the Issuing Bank, a (iv) written opinion opinions of (iA) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings the Borrower and (B) local counsel in each jurisdiction in which a Loan Party is organized or a Mortgaged Property is located and the Borrower, substantially laws of which are not covered by the opinion letter referred to in the effect set forth in Exhibit F-1 and immediately foregoing clause (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2A), in each case (A) case, dated as of the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank, Bank and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received the financial statements referenced in Section 3.04. (c) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower in the form attached hereto as Exhibit G. (d) The Administrative Agent shall have received (a) at least three Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties as has been requested in writing at least 10 calendar days prior to the Closing Date by the Administrative Agent or the Arranger required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (b) at least three Business Days prior to the Closing Date, a Beneficial Ownership Certification. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (incorporation, certification of formation or other similar formation constitutive document), as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, organization and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState (or, in each case, a comparable governmental official), if available; (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, or equivalent) operating, management or partnership agreement, as applicable, of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors, board of managers or members of other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation or formation or other constitutive documents, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other Responsible Officer executing the certificate pursuant to clause (ii) above. (cf) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions condition precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (g) The Administrative Agent shall have received all Fees and other fees and amounts due and payable on or prior to the Closing Date, including, to the extent invoices have been presented no later than three Business Days before the Closing Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel), required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other agreement entered into by any of the Arranger, the Administrative Agent and the Lenders, on the one hand, and any of the Loan Parties, on the other hand. (h) The Guarantee and Collateral Agreement shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in the Guarantee and Collateral Agreement. (i) Each document (including any Uniform Commercial Code financing statements but excluding any Mortgages) required by the Security Documents or under law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to Permitted Liens), shall have been filed, registered or recorded or delivered to the Administrative Agent in proper form for filing, registration or recordation. The Collateral Agent shall have received all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) required to be delivered to the Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank and such other instruments or documents as the Collateral Agent may reasonably request. (j) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings, and shall have received the results of a recent lien search made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, as applicable, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be Permitted Liens or have been or will be contemporaneously released or terminated. (k) Other than as set forth in Section 5.11, (i) each of the Security Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than Permitted Liens, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.16

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLPDay, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or members of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b), (c) and (d) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Administrative Agent and the Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (i) The business combination contemplated under the Merger Agreement shall have been, or substantially simultaneously with extension of Commitments on the Closing Date shall be, consummated in accordance with the terms of the Merger Agreement and applicable law, without giving effect to any amendment, modification or waiver of any material term or condition of the Merger Agreement not approved by the Required Lenders. The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and a correct copy thereof. (j) The Borrower shall have received the net proceeds from the issuance of the Senior Secured Notes. The terms and conditions of the Senior Secured Notes and the provisions of the Senior Secured Note Documents shall be satisfactory to the Lenders. The Administrative Agent shall have received copies of the Senior Secured Note Documents, certified by a Financial Officer as being complete and a correct copy thereof. (k) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Secured Notes and (c) Indebtedness set forth on Schedule 6.01. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (m) The Administrative Agent shall have received a certificate, in form and substance satisfactory to the Administrative Agent, from the chief financial officer of the Borrower certifying that the Borrower and the Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (n) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The Alabama Revolving Credit Agreement shall have been, or substantially simultaneously with extension of this Section 4.02 as Commitments on the Closing Date shall be, amended in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received copies of the Alabama Revolving Credit Agreement, certified by a Financial Officer as being complete and a correct copy thereof. (q) Each Lender that has requested at least two (2) Business Days prior to the Closing DateDate a promissory note pursuant to Section 2.04(e) shall have received such promissory note.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil▇▇▇▇, Gotshal Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and G-1, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2G-2 and (iii) FCC counsel, substantially to the effect set forth in Exhibit G-3, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestCollateral Agent, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, and in the case of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState or other applicable similar Governmental Authority; (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, operating agreement or equivalent) similar governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation incorporation, equivalent organizational document, by-law, operating agreement or similar governing document of such Loan Party have not been amended (in the case of the articles of incorporation of each Loan Party since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and the Lenders shall have received all applicable Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers hereunder, under the Fee Letter or under any other Loan Document. (i) The Guaranty shall have been duly executed by each Loan Party that is to be a party thereto. Upon the proper filing and recordation, as applicable, of financing statements and other Security Documents, the Collateral Agent, on behalf of the Secured Parties will have a perfected security interest in the Collateral of the type and priority described in each Security Document. (e) The Collateral Agent shall have received (i) a supplement to the Security Agreement executed by each Person that is to be a party thereto and such supplement shall be in full force and effect on the Closing Date, (ii) a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Lead Borrower, (iii) the results of a search of the UCC filings made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive officer of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent, that the Liens indicated in any such UCC would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (f) The Administrative Agent shall have received a certificatecopy of, dated or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent or, as applicable, the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (g) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Indebtedness shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrowers and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness set forth on Schedule 6.01. (h) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of Holdings. (i) The Lenders shall have received at least 3 calendar days prior to the Closing Date (unless otherwise agreed by the Joint Lead Arrangers), to the extent requested by the Administrative Agent at least 5 Business Days prior to the Closing Date, all documentation and signed other information required by a Responsible Officer regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) The Administrative Agent shall have received the Historical Financial Statements. (k) The Administrative Agent shall have received pro forma consolidated financial statements of the BorrowerParent and its Subsidiaries and related pro forma consolidated statement of income of the Parent and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least 45 days prior to the Closing Date, confirming prepared after giving effect to the Transaction as if the Transaction 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), which need not be prepared in compliance with Regulation S-X, or include adjustments for purchase accounting. (l) (i) Since April 4, 2013, there shall not have occurred any Material Adverse Effect of the conditions precedent type set forth in paragraph clause (nA) of this Section 4.02 as the definition thereof and (ii) there shall not have occurred any Material Adverse Effect of the type set forth in clauses (B) and (C) of the definition thereof. (m) The receipt of a public rating of each Term Loan Facility by each of S&P and ▇▇▇▇▇’▇ and (y) a public corporate rating from S&P and a public corporate family rating from ▇▇▇▇▇’▇, which ratings shall remain in full force and effect on the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent Agents shall have received, on behalf of itselfthemselves, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) WeilVins▇▇ & ▇lki▇▇ ▇.▇.P., Gotshal & U.S. counsel for the Borrowers, substantially to the effect set forth in Exhibit H-1, and (ii) Fraser Miln▇▇ ▇▇▇▇▇▇ LLPgrain, Canadian counsel for Holdings and to the Canadian Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)amalgamation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) other relevant Governmental Authority of the state or jurisdiction of its organizationorganization or, in the case of any corporation organized and existing under the laws of Alberta, an officer of the Loan Party, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing or tax status of each Loan Party as of a recent date, from such Secretary of StateState or other relevant Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles of incorporation or amalgamation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The U.S. Pledge Agreement shall have been duly executed by the parties thereto and delivered to the U.S. Collateral Agent and shall be in full force and effect, and (i) all the outstanding Equity Interests of each Domestic Subsidiary and (ii) 65% of the voting Equity Interests and 100% of the nonvoting Equity Interests (if any) of each Foreign Subsidiary directly owned by the U.S. Borrower or any Domestic Subsidiary, shall have been duly and validly pledged thereunder to the U.S. Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such shares, if any, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the U.S.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, the Thai Borrower and each other Loan Party (i) a counterpart of this Agreement and each other Loan Document to which such Loan Party or the Thai Borrower is a party signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion opinions of (i) Weil, Gotshal ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as New York counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as Delaware counsel for the Loan Parties, and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP(Thailand) Limited, substantially as Thai counsel to the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received (i) a copy solvency certificate substantially in the form of Exhibit G attached hereto, from the certificate or articles of incorporation chief financial officer (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentofficer with reasonably equivalent duties) of the state of Holdings, certifying that Holdings and its organizationsubsidiaries, and on a certificate of legal existence and, if available in such jurisdiction, a certificate as consolidated basis after giving effect to the good standing of each Loan Party as of a recent dateTransactions and the other transactions contemplated hereby, from such Secretary of State; are solvent and (ii) with respect to the Loan Parties and the Thai Borrower, (A) customary certificates of a certificate Responsible Officer of the Secretary Borrower or Assistant Secretary of each Loan Party Holdings dated the Closing Date and certifying (A) that attached thereto is a true and complete copy copies of the by-laws organizational documents of each Loan Party and the Thai Borrower attached thereto and customary resolutions or other evidence of authorization and incumbency of authorized officers of each Loan Party and the Thai Borrower and (or equivalentB) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) As of the Closing Date, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such Loan Party date, in each case, 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 effect on which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (e) On the Closing Date and at all times since a date immediately after such Credit Event, as applicable, no Event of Default or Default shall have occurred and be continuing. (f) At least three Business Days prior to the date of Closing Date, the resolutions described in clause (B) below, (B) that attached thereto is Administrative Agent shall have received a true and complete copy of resolutions Borrowing Request as required by Section 2.03 (or equivalenta Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03). (g) duly adopted by The Administrative Agent shall have received the Board of Directors of such Loan Party authorizing financial statements referred to in Section 3.05(b). (h) On or substantially concurrently with the executionClosing Date, delivery after giving effect to the Transactions and performance of the Loan Documents to which such person is a party and, in the case of the Borrowerother transactions contemplated hereby, the borrowings hereunder, and that such resolutions Refinancing shall have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause occurred. (i) above, and (D) as The Agents shall have received all fees payable thereto or to any Lender on or prior to the incumbency Closing Date pursuant to the Fee Letters and specimen signature reimbursement or payment of each officer executing all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as prior to the incumbency and specimen signature Closing Date (which amounts may be offset against the proceeds of the Secretary or Assistant Secretary executing Loans), in each case, to the certificate pursuant extent invoiced at least three Business Days prior to clause (ii) abovethe Closing Date. (cj) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date (k) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by certificate of a Responsible Officer of Holdings or the BorrowerBorrower certifying that since December 31, confirming 2023, there has been no event or circumstance that, individually or in the aggregate with other events and circumstances, has had or would reasonably be expected to have a Material Adverse Effect. (l) The Administrative Agent shall have received, at least three Business Days prior to the Closing Date, all documentation and other information (including Beneficial Ownership Certifications) about any Loan Party and the Thai Borrower required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, as is reasonably requested in writing by such Administrative Agent or any Lender at least ten business days prior to the Closing Date. For purposes of determining compliance with the conditions precedent set forth specified in paragraph (n) of this Section 4.02 as 4.02, each Lender and Issuing Bank 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 the Lenders or the Issuing Banks unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender or Issuing Bank prior to the Closing DateDate specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankCollateral Trustee, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 J-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2J-2, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestCollateral Trustee, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, operating agreement or equivalent) similar governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (d) The Administrative Agent, the Collateral Trustee, the Lead Arrangers and the Lenders shall have received all applicable Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (i) Holdings Guaranty and the Subsidiary Guaranty shall have been duly executed by each Loan Party that is to be a party thereto, (ii) the Security Documents shall have been duly executed by the Collateral Trustee and each Loan Party that is to be a party thereto and (iii) the ABL Intercreditor Agreement and the Collateral Trust Agreement shall have been duly executed by each Person that is to be a party thereto and, in each case, shall be in full force and effect on the Closing Date. Upon the proper filing and recordation, as applicable, of financing statements and other Security Documents, the Collateral Trustee on behalf of the Secured Parties will have a perfected security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Trustee shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Trustee that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) (i) Each of the Security Documents, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Trustee and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) (A) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) and, in connection therewith, the Collateral Trustee shall have received evidence satisfactory to it of each such filing and recordation or (B) a lender’s title insurance policy, in form and substance acceptable to the Collateral Trustee, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Trustee, and (iv) the Collateral Trustee shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed 110% of the fair market value of such mortgaged property, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Trustee and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Trustee or the Administrative Agent. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Trustee as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) The Acquisition shall have been, or substantially simultaneously with the initial funding of Term Loans on the Closing Date shall be, consummated in accordance with applicable law and on the terms described in the Merger Agreement, without giving effect to any amendments thereto or waivers or consents that, in any such case, are materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed). The Administrative Agent shall have received copies of the Merger Agreement (including all schedules, exhibits, amendments, supplements and modifications thereto) and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (j) The Borrower shall have received gross cash proceeds of not less than $750,000,000 from the issuance of the Senior Secured Notes. The terms and conditions of the Senior Secured Notes and the provisions of the Senior Secured Note Documents to the extent not consistent with the terms of the Commitment Letter dated as of February 9, 2010 shall be satisfactory to the Administrative Agent and the Lead Arrangers. The Administrative Agent shall have received copies of the Senior Secured Note Documents, certified by a Financial Officer as being complete and correct. (k) The ABL Credit Agreement shall have become effective and the Borrower shall have borrowed not more than $100,000,000 in revolving loans thereunder. The terms and conditions of the ABL Credit Agreement and the provisions of the ABL Documents to the extent not consistent with the terms of the Commitment Letter dated as of February 9, 2010 shall be satisfactory to the Administrative Agent and the Lead Arrangers. The Administrative Agent shall have received copies of the ABL Documents, certified by a Financial Officer as being complete and correct. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Facilities shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Secured Notes, (c) Indebtedness outstanding under the ABL Credit Agreement, (d) the Subordinated Notes and (e) Indebtedness set forth on Schedule 6.01. (m) The Lenders shall have received the financial statements and opinion referred to in, and prepared in accordance with, Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower or ▇▇▇▇▇▇▇ ▇▇▇▇▇ from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (n) The Administrative Agent shall have received a certificate from the chief financial officer of this Section 4.02 Holdings in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are Solvent. (o) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (p) The Lenders shall have received at least 5 Business Days prior to the Closing Date (unless otherwise agreed by the Lead Arrangers), to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent and the Lead Arrangers shall be satisfied that the ratio of (i) Total Debt (excluding Subordinated Notes) as of the Closing DateDate after giving effect to the Transactions to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters mostly recently ended prior to the Closing Date (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers, and with such further adjustments as set forth in a schedule previously agreed to by the Administrative Agent, the Lead Arrangers and the Borrower, in each case to give pro forma effect to the Transactions as if they had occurred at the beginning of such four-fiscal quarter period), shall be no more than 3.8:1.0. (r) The Borrower shall have received a public corporate credit rating of B- or higher by S&P and a public corporate family rating of B3 or higher by ▇▇▇▇▇’▇, in each case with no negative outlook, and each of the Term Facility and the Senior Secured Notes shall have received a rating of B- or higher by S&P and B3 or higher from ▇▇▇▇▇’▇, in each case with no negative outlook. (s) There shall not have occurred any event, change or condition (i) since June 30, 2009 that, individually or in the aggregate has had, or could reasonably be expected to have, a Closing Date ▇▇▇▇▇▇▇ ▇▇▇▇▇ Material Adverse Effect and (ii) since September 30, 2009 that, individually or in the aggregate has had, or could reasonably be expected to have, a Closing Date Spectrum Material Adverse Effect.

First Credit Event. On The initial Credit Event on the Original Closing DateDate (and the obligations of the Lenders and/or the Issuing Bank, as applicable, in respect thereof) shall be subject to satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party either (i) a counterpart of this Agreement and each other Loan Document (other than any Loan Document to be delivered pursuant to Section 5.15) signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement and each such other Loan Document) that such party has signed a counterpart of this Agreement and each such other Loan Document; (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, the Issuing Banks and the Issuing BankLenders, a the favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties in form and the Borrower, substantially substance reasonably satisfactory to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPAdministrative Agent, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Original Closing Date, (B) Date and addressed to the Issuing BankAdministrative Agent, the Administrative Agent Collateral Agent, the Issuing Banks and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.; (bc) The Administrative Agent shall have received with respect to the Administrative Borrower and each other Loan Party (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, Organizational Documents certified to be true and complete as of a recent date by the Secretary of State (or equivalent) appropriate Governmental Authority of the state or jurisdiction of its incorporation, formation or organization, where applicable, and certified by a certificate Secretary or Assistant Secretary of legal existence andsuch Loan Party to be true and complete as of the Original Closing Date, if available in such jurisdiction, and a certificate as to the good standing of each such Loan Party as of a recent date, from in such Secretary of Statejurisdiction; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party substantially in the form of Exhibit Q dated the Original Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (limited liability company agreement, limited partnership agreement or equivalent) of such Loan Party bylaws, as applicable as in effect on the Original Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or other governing body of such Loan Party (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation incorporation, formation or organization, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.; (cd) The Administrative Agent and the Collateral Agent shall have received, on or before the Original Closing Date, all documents and instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested by the Collateral Agent (to the extent required by the Guarantee and Collateral Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Collateral Agent for such filing, registration, publication or recordation shall have been made; (e) The Collateral Agent shall have received from the applicable Loan Parties, with respect to each Mortgaged Property specified on Schedule 1.01(a), the following documents and instruments: (i) a certificateMortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Collateral Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Encumbrances and shall be prior and superior in right to any other Person other than with respect to Permitted Priority Encumbrances, in each case, applicable to such Mortgaged Property; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to and reasonably required by the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, other than Permitted Encumbrances, and providing for such other affirmative insurance and endorsements (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property), provided that such affirmative insurance and endorsements are available in the applicable jurisdictions at commercially reasonable rates, and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable and are available in the relevant jurisdiction; (iii) Either (x) American Land Title Association/American Congress on Surveying and Mapping form surveys or such other forms of surveys as are reasonably acceptable to Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before the Original Closing Date (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and signed the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a Responsible Officer land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than (a) Permitted Encumbrances and (b) encroachments and other defects reasonably acceptable to the Administrative Agent, or (y) in lieu of such aforementioned surveys, such affidavits, certificates, information and/or instruments of indemnification as may be reasonably acceptable to the title companies issuing the Mortgage Policies in order to issue the applicable Mortgage Policies in accordance with Section 4.02(e)(ii); (iv) policies or certificates of insurance of the Borrowertype required by Section 5.02; (v) evidence of flood insurance required by Section 5.02(c), confirming compliance in form and substance reasonably satisfactory to Administrative Agent; (vi) all such other items as shall be necessary in the reasonable opinion of counsel to the Lenders to create a valid and perfected first priority mortgage Lien on such Mortgaged Property, subject only to Permitted Encumbrances; and (vii) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the conditions precedent set forth in paragraph (n) of this Section 4.02 as enforceability and validity of the Closing Date.Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

First Credit Event. On the Closing Date: (a) The Administrative Agent and the Syndication Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal King & ▇▇▇▇▇▇ LLPSpalding, counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 H-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, each foreign counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent, the Syndication Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent or the Syndication Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Banks and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent. (c) The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-by- laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a sincea date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably request. (cd) The Administrative Agent and the Syndication Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Parent Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and each of the Borrowers and the Guarantors shall have duly and validly pledged thereunder all the shares of capital stock or other equity interests held by them in their direct Subsidiaries to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; PROVIDED that (i) neither the Parent Borrower nor any Guarantor that is a Domestic Subsidiary shall be required to pledge the capital stock of Societe Anonyme De La Metairie or more than 65% of the capital stock of any other Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any of its Foreign Subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent or the Syndication Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released or documents providing for the release of such financing statements (or similar documents) have been delivered to the Collateral Agent. (i) The Guarantee Agreement shall have been duly executed by each Guarantor, shall have been delivered to the Collateral Agent and shall be in full force and effect. (j) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by each Loan Party, shall have been delivered to the Collateral Agent and shall be in full force and effect. (k) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Parent Borrower. (l) Substantially contemporaneously with the first Credit Event, the Borrowers shall have repaid in full the principal of all loans outstanding, interest thereon and other amounts due and payable under the Existing Credit Agreement and under each other agreement related thereto, and the Administrative Agent and Syndication Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto, (ii) the cancellation of all commitments thereunder (other than the existing letters of credit that the Back-up Letters of Credit support) and (iii) the termination of all related agreements and guarantees and security interests granted by any Loan Party or any Subsidiary or any other person in connection therewith and the discharge of all obligations or interests thereunder. (m) After giving effect to the Transactions, the Borrowers and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the Loans hereunder and (b) the Indebtedness set forth on Schedule 6.01(a) or otherwise permitted pursuant to Section 6.01. (n) of this Section 4.02 as The Lenders shall be satisfied that the consummation of the Transactions will not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, (A) any indenture relating to any existing Indebtedness of any Loan Party or any subsidiary of any Loan Party that is not being repaid, repurchased or redeemed in full on or prior to the Closing DateDate in connection with the Transactions or any other indenture of any Loan Party or any subsidiary of any Loan Party to be in effect after the Closing Date or (B) any other material agreement of any Loan Party or any subsidiary of any Loan Party. (o) The Administrative Agent and the Syndication Agent shall have had the opportunity to review existing environmental reports in form, scope and substance reasonably satisfactory to them, as to any environmental hazards, liabilities or Remedial Action to which any Borrower or any of the Subsidiaries may be subject and shall be reasonably satisfied with the nature and cost of any such hazards, liabilities or Remedial Action and with the applicable Borrower's or applicable Subsidiary's plans with respect thereto. (p) The Administrative Agent and the Syndication Agent shall be reasonably satisfied with the corporate structure of the Parent Borrower and the Subsidiaries. (q) There shall not have occurred any event, or none of the Administrative Agent, the Syndication Agent or the Lenders shall have discovered or otherwise become aware of information not previously known by the Administrative Agent, the Syndication Agent or any such Lender that, in each case, in the reasonable judgment of the Administrative Agent, the Syndication Agent or the Required Lenders, could reasonably be expected to have a Material Adverse Effect.

First Credit Event. On the Closing Effective Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) Effective Date and addressed to the each Issuing Bank, the Administrative Agent and the Lenders, in form and (C) covering such other matters relating substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other senior officer of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowEffective Date, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) or shareholders, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other senior officer executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Officer of the Borrower, confirming certifying compliance with the conditions condition precedent set forth in paragraph (nj) or paragraph (k) below, as applicable. (e) The Administrative Agent shall have received, to the extent invoiced at least 3 Business Days prior to the Effective Date, reimbursement or payment of this all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect. All actions necessary to establish that the Collateral Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens) shall have been taken; provided that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement or, with respect to any pledge of the Capital Stock of the Subsidiary Guarantors, by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed in blank, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Effective Date after use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Credit Event so long as the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within the time frames set forth on Schedule 5.11. (g) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 4.02 5.02; provided that with respect to any insurance certificate that may not be provided prior to the Effective Date after use of commercially reasonably efforts to do so, then delivery of such certificate shall not constitute a condition precedent to the initial Credit Event so long as the Borrower agrees to deliver or cause to be delivered such certificate within the time frames set forth on Schedule 5.11. (h) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Effective Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Effective Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) With respect to a Payments IPO only: (i) The represent’ations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date 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; and (ii) On the Effective Date and immediately after giving effect to the Transactions, no Default or Event of Default shall have occurred and be continuing. (k) With respect to a Payments Sale only, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date 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; provided, however, that the only representations and warranties made on the Effective Date the making and accuracy of which shall be a condition to the HCM Conversion, shall be the representations and warranties in Sections 3.01(a), 3.01(d), 3.02(a), 3.02(b)(ii), 3.03, 3.10, 3.11, 3.16 (as it relates to the creation, validity and perfection of the security interests in the Collateral), 3.18 and 3.21.

First Credit Event. On the Closing Effective Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written an opinion of (i) Weil▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, special New York and Delaware counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) Effective Date and addressed to the each Issuing Bank, the Administrative Agent and the Lenders, in form and (C) covering such other matters relating substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other senior officer of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause Effective Date, (B) below, (B1) that attached thereto is a true and complete copy of resolutions (or equivalent) written consent duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of legal existence incorporation or good standing (or equivalent) or state certified copies of such documents organization furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other senior officer executing the certificate pursuant to clause (ii) above. (cd) The Administrative Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Officer of the Borrower, confirming certifying compliance with the conditions precedent set forth in paragraph Sections 4.01(b) and (nc), as applicable. (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Effective Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter or under any other Loan Document. (f) The Security Documents required to be executed and delivered on the Effective Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Agreement) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents , and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Effective Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Effective Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) Substantially concurrently with the initial funding of the Loans hereunder, including by use of the proceeds thereof, the Effective Date Refinancing shall be consummated. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Effective Date, by funding the Loans hereunder or issuing a Letter of Credit on the Effective Date, the Administrative Agent, each Lender and each Issuing Bank, as of applicable, 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 the Closing DateAdministrative Agent, such Lender or such Issuing Bank, as the case may be.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of each of (i) Weil, Gotshal & ▇▇▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇, counsel for Holdings and Chief Legal Officer of the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPL.L.P., special counsel for the Borrower, substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents this Agreement and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Partythe Borrower, certified as of a recent date by the Secretary of State (or equivalent) of the state State of its organizationDelaware, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents relating to the Borrower, this Agreement or the Transactions as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) All principal, interest, fees and other amounts outstanding or due under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated, and the Administrative Agent shall have received satisfactory evidence thereof. (g) The credit facilities provided for by this Agreement shall be rated not lower than BBB by S&P, and the Administrative Agent shall have received satisfactory evidence thereof. (h) The Lenders shall have received all documentation and other information requested by them and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Issuing Banks and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, substantially to as special counsel for the effect set forth in Exhibit F-2, in each case Loan Parties (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (h) Except as set forth in paragraph Schedule 5.12 (nwhich, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) of this Section 4.02 and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date. On or prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (j) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Sections 4.01(b) and (c) hereof. (k) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any of the Subsidiaries shall have any third party Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Roll-Over Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date, (ii) other Indebtedness incurred for capital expenditures or working capital purposes and (iii) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. For purposes of determining compliance with the conditions specified in Section 4.01 and this Section 4.02, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On the Closing Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including analogous documents) and all amendments thereto, thereto of each Loan Party, Party certified as of a recent date by the Secretary of State (or equivalentother appropriate Governmental Authority) of the state (or country) of its organization, and a certificate of legal existence and, if available in organization or such jurisdiction, other evidence as is reasonably satisfactory to the Agent; (ii) a certificate as to the good standing (or other analogous certification to the extent available) of each Loan Party as of a recent date, from such the appropriate Secretary of StateState (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentsuch other analogous documents to the extent available) of such Loan Party as in effect on the Closing Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person it is a party andparty, 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, (C) that the certificate or articles of incorporation (or analogous documents) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalentother analogous certification or such other evidence reasonably satisfactory to the Agent) or state certified copies of such documents furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiiv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiiii) above; and (v) such other documents as the Agent, the Lenders or the Issuing Bank may reasonably request. (cb) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Effective Date and signed by a Responsible Financial Officer of the Borrower, Borrower confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (c) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date. (d) The Agent shall have received a favorable written opinion of in-house counsel to the Borrower and the Guarantors and Arent Fox PLLC, special counsel to the Borrower and the Guarantors, each dated the Effective Date and addressed to the Agent, the Lenders and the Issuing Bank, in form and substance satisfactory to the Agent and the Lenders, and the Borrower hereby instructs such counsel to deliver such opinions to the Agent. (e) Neither the Borrower nor any of its Restricted Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Effective Date. (f) The Existing Credit Agreement and all commitments thereunder to lend shall have been terminated, all letters of credit issued thereunder shall have been terminated or converted into Letters of Credit under this Agreement, all amounts outstanding thereunder shall have been paid in full and all Liens, if any, securing any obligations thereunder or under any related agreement shall have been permanently released and the Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (g) The Agent shall have received counterparts of all Loan Documents signed on behalf of each applicable Loan Party.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Initial Lenders in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to the Loan Parties in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a certificateparty thereto, dated together with (x) certificates, if any, representing the Pledged Equity of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in clauses (i) and (ii) above, including lien searches (other than Uniform Commercial Code, tax and lien searches) and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or, to the extent applicable, the delivery of a stock certificate and related stock power of the Borrower and any Domestic Subsidiary on the Closing Date) shall not constitute conditions precedent to the Credit Extension on the Closing Date and signed by a Responsible Officer of after the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) ’s use of this Section 4.02 as of commercially reasonable efforts to provide such items on or prior to the Closing DateDate 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 within 120 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

First Credit Event. On Except as otherwise expressly set forth on Schedule 5.17, on the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇ ▇▇▇▇▇ LLP& ▇▇▇▇ PLC, Tennessee counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) Loan Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Nevada counsel to the Loan Parties, and ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, substantially New York counsel to the effect set forth in Exhibit F-2Loan Parties, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent Agent, the Arrangers and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (ni) of this Section 4.02 as of 4.02. (d) The Administrative Agent, the Arrangers and the Lenders shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) (i) Subject to Section 5.17, each of the Security Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) subject to Section 5.17, each of such Security Documents shall have been delivered to the title insurance company to be filed and recorded in accordance with Section 3.19 (provided that in jurisdictions that impose mortgage recording taxes, such Security Documents shall not secure indebtedness in an amount exceeding 110% of the fair market value of the Mortgaged Property, as reasonably determined in good faith by the Loan Parties and reasonably acceptable to Collateral Agent), (iv) the applicable Loan Party shall have used commercially reasonable efforts to obtain a Landlord Personal Property Collateral Access Agreement executed by the landlord of any real property leased by the Borrower and the Subsidiaries at which tangible personal property with a value in excess of $10,000,000 is located and by the applicable Loan Party for the benefit of Collateral Agent and (v) the Collateral Agent shall have received such other documents, including but not limited to a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys (or existing surveys, together with affidavits stating there has been no change, that are acceptable to the title insurance company) and legal opinions and flood zone determinations required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Indebtedness shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement and (ii) Indebtedness set forth on Schedule 6.01. (j) The Arrangers and the Lenders shall have received the financial statements referred to in Section 3.05. (k) The Administrative Agent, the Arrangers and the Lenders shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Arrangers certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby in any material respect. (m) The Administrative Agent, the Arrangers and the Lenders shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPF, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinionsopinion. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentequivalent organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation (or equivalent organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Intercreditor Agreement shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The other Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons as indicated on such Perfection Certificate, and such other jurisdictions as may be reasonably specified by the Collateral Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (ii) Except as otherwise consented to by the Collateral Agent, all outstanding Equity Interests in any GGS Company owned directly by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties shall not be required to pledge more than 66% of the outstanding voting Equity Interests in any Foreign Subsidiary) and the Collateral Agent shall have received all certificates or other instruments representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank. (iii) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or record such Liens to the extent, and with the priority, required by the Security Documents, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and an insurance broker’s letter with respect to, the insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, of the effectiveness of the Borrower’s existing key man insurance policies. (i) The Borrower shall have received gross cash proceeds of not less than $50,000,000 from borrowings under the Second Lien Credit Agreement (not taking into account any original issue discount). The terms and conditions of the Second Lien Credit Agreement and the provisions of the Second Lien Loan Documents shall be satisfactory to the Administrative Agent. The Administrative Agent shall have received copies of the Second Lien Loan Documents, certified by a Financial Officer as being complete and correct. (j) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Debt or preferred stock other than (i) Debt outstanding under this Agreement, (ii) Debt outstanding under the Second Lien Credit Facility, (iii) the Series A Preferred Stock and (iv) Debt set forth on Schedule 3.20. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.15. (l) The Credit Facilities shall have received a debt rating from ▇▇▇▇▇’▇ and from S&P and the Borrower shall have received a public corporate family rating from ▇▇▇▇▇’▇ and a public corporate credit rating from S&P. (m) The Administrative Agent shall have received evidence in form and substance satisfactory to it that the Total Leverage Ratio on the Closing Date, after giving pro forma effect to the Transactions, does not exceed 3.99 to 1.00. (n) The Administrative Agent shall have received a certificate from the chief financial officer of this Section 4.02 the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are Solvent. (o) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any litigation, governmental, administrative or judicial action, actual or threatened in writing, that would reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (p) The Administrative Agent shall have received evidence that, as of the Closing Date, the procedures with respect to cash management required by the Security Documents have been established and are currently being maintained by each Loan Party, together with account control agreements duly executed by each such Loan Party and the other parties thereto in connection therewith. (q) No later than the fifth Business Day prior to the Closing Date, the Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On The effectiveness of the Closing DateCredit Agreement is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weilthe General Counsel or Assistant General Counsel of the U.S. Borrower, Gotshal in form and substance reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerBorrowers, substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit F-1 Administrative Agent and (iiiii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach foreign counsel listed on Schedule 4.02(a), substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ax) dated on the Closing Date, (By) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (Cz) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or certificate, articles of incorporation or partnership agreement (or other similar formation comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentcomparable entity) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of StateState (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentcomparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (Cy) that the certificate or certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated on or shortly prior to the Closing Date and signed by a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (nh) of this Section 4.02 as 4.02. (d) The Administrative Agent shall have received a certificate of a Financial Officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (e) The Administrative Agent shall have received all Fees, and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced two days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Guarantee and Pledge Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date, and all Collateral shall have been duly and validly pledged thereunder, to the extent required thereby, to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such Collateral, to the extent such Collateral is evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document upon completion of the filings or other actions referred to therein. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to Holdings, the U.S. Borrower and the Subsidiary Guarantors in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Closing Date 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 and (ii) no Default or Event of Default shall have occurred and be continuing. (i) Amounts sufficient to pay all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement (the “Payoff Amounts”) shall or will, substantially simultaneously with the initial funding of the Loans on the Closing Date, have been provided to the administrative agent thereunder. The Administrative Agent shall have received duly executed payoff letters and release documentation, in form and substance reasonably satisfactory to it, from the administrative agent under the Existing Credit Agreement confirming that, subject only to the receipt of the Payoff Amounts, the commitments thereunder shall be terminated and all guarantees and security in support thereof shall be discharged and released. Immediately after giving effect to the Transactions, including the payoff and discharge referred to in this paragraph, Holdings and its Subsidiaries shall have outstanding no Indebtedness for borrowed money, Hedge Agreements or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness set forth on Schedule 6.01(a).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a written opinion of (i) Weil, Gotshal Ropes & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2each local counsel listed on Schedule 4.02(a), in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, all in form and Holdings substance reasonably satisfactory to the Administrative Agent and customary for transactions of the type contemplated herein, and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (incorporation, or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or similar governing body or sole member of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or certificate of formation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, to the extent invoiced at least two days prior to the Closing Date (which invoice may include good-faith estimates of work required through and after the Closing Date, subject to review and reconciliation after the Closing Date) including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents (other than the Mortgages) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be Permitted Liens or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (h) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness permitted under Section 6.01. (i) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (j) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (k) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (l) The Lenders shall have received, to the extent requested in writing at least ten days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent Each Bank shall have received, on behalf received a duly executed copy of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsthis Agreement. (b) The Administrative Agent shall have received the Fee Letter and payment of all expenses owed to the Banks pursuant to Section 9.5(a) and of all Fees that are then due and payable. (c) Each Bank shall have received duly executed Notes complying with the provisions of Section 2.7. (e) All legal matters incident to this Agreement and the first Credit Event hereunder shall be reasonably satisfactory to the Banks and to the legal counsel for the Administrative Agent. (f) The Administrative Agent and each Bank shall have received (i) a copy of the certificate Certificate or articles Articles of incorporation (or other similar formation document)Incorporation, including all amendments thereto, of each Loan PartyBorrower, certified as of a recent date by the Secretary of State (or equivalent) of the state of its Borrower's organization, and a certificate from such Secretary of legal existence andState as of a recent date, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of Statethe Borrower; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws (or equivalent) Laws of such Loan Party the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the next clause (B) belowof this sentence, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in and the case of the Borrower, the borrowings Credit Events hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate Certificate or articles Articles of incorporation Incorporation of such Loan Party the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (cg) The Administrative Agent shall have received (i) a certificate, dated the Closing Date and signed on behalf of the Borrower by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 4.1, and (ii) a Quarterly Certificate as of the end of the prior fiscal quarter dated the Closing Date and signed on behalf of the Borrower by a Financial Officer of the Borrower. (h) The Administrative Agent shall have received all amounts due and payable hereunder or under the other Loan Documents on or prior to the Closing Date. (i) The Administrative Agent shall have received evidence satisfactory to it that the Prior Agreement has been or will be terminated and all loans and other amounts outstanding thereunder have been or will be paid in full, on or prior to the Closing Date. (j) Since March 31, 1997, there has been no material adverse change in the business, operations, assets or conditions (financial or otherwise) of the Borrower and its Significant Subsidiaries, taken as a whole (except as disclosed in the financial statements referred to in Section 3.4 or as otherwise disclosed on Schedule 3.5 attached hereto).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ & Bird, LLP, counsel for Parent, Denny's Holdings and the BorrowerBorrowers, substantially to the effect as set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPH, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings Parent and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerParent, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent and the Initial Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received a Borrowing Request pursuant to Section 2.03(b). (i) After giving effect to the consummation of the Transactions and the other transactions contemplated hereby, Parent and the Subsidiaries shall have no outstanding Indebtedness or preferred stock other than (i) the loans and other extensions of credit under this Agreement, (ii) the Old Senior Notes, (iii) the New Senior Notes and (iv) other Indebtedness permitted under Section 6.01(a), which is set forth in Schedule 6.01. The amounts, terms and conditions of all Indebtedness and Capital Lease Obligations to remain outstanding after the Closing Date (including terms and conditions relating to the interest rate, fees, amortization, maturity, prepayment requirements, mandatory call or redemption features, sinking funds, security, subordination (if any), covenants, events of default and remedies) shall be satisfactory in all respects to the Lenders. (j) All requisite Governmental Authorities and third parties shall have approved or consented to the transactions contemplated hereby to the extent required or deemed advisable by the Administrative Agent and its counsel (and such approvals shall be in full force and effect) and there shall be no action, actual or threatened, before any Governmental Authority, court or arbitrator that (a) has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the transactions contemplated hereby or (b) if adversely determined, could reasonably be expected to result in a Material Adverse Effect. (k) Substantially simultaneously with or prior to the initial Credit Event, (a) the principal of and interest on all loans outstanding under, and all other amounts due with respect to, the Existing Credit Agreement shall have been repaid in full, (b) all commitments to lend under the Existing Credit Agreement shall have been permanently terminated, (c) all obligations under or relating to the Existing Credit Agreement and all security interests related thereto shall have been discharged and (d) the Administrative Agent shall have received satisfactory evidence of such repayment, termination and discharge (the actions referred to in clauses (a), (b) and (c) above, the "Refinancing"). (l) The Lenders shall have received unaudited consolidated and consolidating balance sheets and related statements of income, stockholders' equity and cash flows for the Borrowers for the fiscal quarter ending September 30, 2002, which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (m) The Lenders shall have received a detailed business plan with financial projections of the Borrower and its subsidiaries for fiscal years 2002 through 2004, in form and substance satisfactory to the Administrative Agent. (n) The Administrative Agent shall be reasonably satisfied with all of Parent's and the Subsidiaries' material agreements and other arrangements with their suppliers (including, without limitation, the terms of sale and any financing arrangements with such suppliers), service providers and franchisees after giving effect to the Refinancing. (o) The Lenders shall be reasonably satisfied as to the amount and nature of capital expenditures required or expected to be made by Parent and the Subsidiaries between the date hereof and the Maturity Date and Parent's plans with respect to the funding of such expenditures. (p) The Lenders shall be reasonably satisfied as to the amount and nature of any contingent liabilities (including but not limited to environmental and employee health and safety exposures to which Parent and the Subsidiaries may be subject), after giving effect to the Refinancing and with the plans of the Borrowers with respect thereto, and, to the extent requested by the Administrative Agent, the Lenders shall have received environmental assessments satisfactory to the Administrative Agent from an environmental consulting firm satisfactory to the Administrative Agent with respect to the Mortgaged Properties. (q) There shall be no litigation, arbitration or administrative proceeding or consent decree that would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, condition (financial or otherwise), prospects or material agreements of Parent and the Subsidiaries, taken as a whole, or on the ability of the parties to consummate the Refinancing or the other transactions contemplated hereby. (r) The Lenders shall be reasonably satisfied in all respects with the tax position and the contingent tax liabilities of, and with any tax sharing agreements among Parent, Denny's Holdings, the Borrowers and their respective subsidiaries after giving effect to the Refinancing and the other transactions contemplated hereby, and with the plans of the Borrower with respect thereto. (s) The Initial Lenders shall be reasonably satisfied with the liquidity, and sufficiency of amounts available under this Agreement to meet the ongoing working capital and other cash requirements, of Parent and its subsidiaries following the consummation of the Refinancing and the other transactions contemplated hereby. (t) The Lenders shall have received a solvency certificate, in form and substance and from an officer of each of the Borrowers reasonably satisfactory to the Initial Lenders, together with such other evidence reasonably requested by the Lenders, confirming the solvency of such Borrower and its subsidiaries after giving effect to the Refinancing and the other transactions contemplated hereby. (u) The Lenders shall have received an appraisal (to the extent deemed necessary or appropriate by, and satisfactory in form and substance to, the Administrative Agent), from an appraiser satisfactory to the Administrative Agent, of each Mortgaged Property, and full appraisal reports with respect to 70 Mortgaged Properties to be specified by the Administrative Agent. (v) The Consolidated EBITDA of Parent and the Subsidiaries for the most recently completed four-fiscal-quarter period ended at least 30 days prior to the Closing Date shall be at least $120,000,000. (w) The Lenders shall have received the certificate of a Financial Officer that the Consolidated EBITDA of Parent and the Subsidiaries for each fiscal month after the most recent 2002 fiscal quarter for which unaudited financial statements were received by the Lenders and ended prior to the date of the initial Credit Event is not materially inconsistent with the forecast for any such month previously provided to the Initial Lenders. (x) The Administrative Agent shall have received (a) written instructions from First American Title Insurance Company to the effect that the Mortgages that are required to be delivered on the Closing Date are in proper form for filing in the jurisdictions in which such Mortgages are required to be recorded and (b) legal opinions from local counsel satisfactory to the Administrative Agent to the effect that such Mortgages are sufficient to perfect the liens purported to be created by such Mortgages with respect to Mortgaged Properties representing at least 60% of the value of all the Mortgaged Properties. (y) The consummation of the Refinancing and the other transactions contemplated hereby shall not (a) violate any applicable law, statute, consent decree, rule or regulation or (b) conflict with, or result in a default or event of default under, any material agreement of Parent or any of its subsidiaries, and the Administrative Agent shall have received one or more legal opinions to such effect, satisfactory to the Administrative Agent, from counsel to Borrowers satisfactory to the Administrative Agent. (z) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Section 4.02 as Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Closing DateAdministrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of each of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, New York counsel for Parent and its Subsidiaries, substantially to the effect set forth in Exhibit F-1, (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇ LLP▇ ▇▇▇▇▇▇▇, S.C., Mexican counsel for DCJ, JCSA and their respective subsidiaries, substantially to the effect set forth in Exhibit F-2, (iii) Bonn, Schmitt, Steichen, Luxembourg counsel for Parent, substantially to the effect set forth in Exhibit F-3, (iv) Loyens & Loeff, Dutch counsel for Parent and its Subsidiaries, substantially to the effect set forth in Exhibit F-4 and (v) each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-5, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Collateral Agent, the Lead Arranger and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions other transactions contemplated hereby as the Administrative Agent shall reasonably request, and Holdings Parent and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified certified, if available, as of a recent date by the Secretary of State (or equivalent) other Governmental Authority of the state or other jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdictionapplicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState or other Governmental Authority; (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary officer or director, as the case may be, of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) laws, if any, of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or other corporate or comparable body, as appropriate) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party delivered have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) any documents of notarial instruments evidencing the powers of attorney of each officer to the extent not included in the resolutions referred to in item (ii)(B) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Parent and each Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 4.01 (including reasonably detailed calculations showing compliance with Sections 6.11, 6.12 and 6.13 as of June 30, 2004). (d) The Administrative Agent shall have received all fees, costs and expenses due and payable on or prior to the Closing Date, including the fees referred to in Sections 2.05(b). (e) The Acknowledgment shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect and the Administrative Agent, in the case of the Guarantee Agreements and the Indemnity, Subrogation and Contribution Agreement, and the Collateral Agent, in the case of the Security Documents, shall have received a duly executed copy of each such agreement, each of which shall be in full force and effect. (f) All the outstanding Capital Stock of the Persons pledged under the Pledge Agreement shall have been duly and validly pledged thereunder (for purposes of U.S. law, insofar as such law may be applicable) to the Collateral Agent for the ratable benefit of the Secured Parties and (to the extent required to perfect the pledge of Capital Stock of any Foreign Subsidiary thereunder) to the extent such Capital Stock is certificated, certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent, provided that (i) neither JCI nor any Domestic Subsidiary shall be required to pledge more than 65% of the Voting Stock of any Foreign Subsidiary of such Person and (ii) no Foreign Subsidiary of JCI shall be required to pledge the Capital Stock of any of its Foreign Subsidiaries. (g) All the outstanding Capital Stock pledged under the Mexican Pledge Agreement shall have been duly and validly pledged in favor of the Collateral Agent for the ratable benefit of the Secured Parties, and the Collateral Agent shall have received (i) the original stock certificates representing the Capital Stock pledged thereunder, duly endorsed "in pledge" (en prenda) in favor of the Collateral Agent for the benefit of the Secured Parties, and (ii) a copy of the entry made in the stock registry book (libro de registro de acciones) of each issuer of Capital Stock pledged thereunder, evidencing that the pledge and security interest created thereunder has been duly registered in the stock registry book (libro de registro de acciones) of each such issuer. (h) Each document (including each Uniform Commercial Code financing statement, assignment or amendment) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the U.S. Security Agreement shall have been delivered to the Collateral Agent. (i) Each document required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Mexican Security Agreement shall have been delivered to the Collateral Agent. (j) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the JCI in the states (or other jurisdictions) within the United States of America in which the chief executive office of each such Person is located, any offices of such Persons in which records have been kept relating to Accounts (as defined in the Security Documents) and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings, if any,) are to be made pursuant to such security document, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (k) The Collateral Agent shall have received a Perfection Certificate with respect to JCI dated the Closing Date and duly executed by a Responsible Officer of JCI. (i) Each of the Mortgages, in form and substance reasonably satisfactory to the Lenders, shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Mortgages shall have been filed and recorded in the recording office as specified on Schedule 4.02

First Credit Event. On the Closing Restatement Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilPaul, Gotshal Weiss, Rifkind, Wharton & Garrison, ▇▇unsel for the Borr▇▇▇▇▇, su▇▇▇▇▇▇▇▇lly to the effect set forth in Exhibit H-1 and (ii) Curtis L. Schehr, Esq., General Couns▇▇ LLP, counsel for Holdings and the Borrower▇▇ ▇▇▇ ▇▇▇▇▇▇▇rs, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Restatement Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (d) The conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Restatement Date and signed by a Financial Officer of the Borrowers. (e) The Administrative Agent shall have received a certificateall Fees and other amounts due and payable on or prior to the Restatement Date, dated including, to the Closing Date and signed extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by a Responsible Officer the Borrowers hereunder or under any other Loan Document. (f) Each of the BorrowerIndemnity, confirming compliance Subrogation and Contribution Agreement, the Pledge Agreement, the Security Agreement and the Subsidiary Guarantee Agreement shall have been duly executed by the parties thereto and delivered to the Administrative Agent, and shall be in full force and effect. (g) The Lenders shall have received financial projections of the Borrower covering a period of four years subsequent to the Restatement Date, which projections shall not be materially inconsistent with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of forecasts previously provided to the Closing DateAdministrative Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilParker, Gotshal Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., counsel for Holdings Parent and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPJ, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings Parent and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerParent, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Borrowers and the Subsidiaries (other than the capital stock of (i) any subsidiary of FRD and (ii) the Real Estate Subsidiaries) shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; PROVIDED that to the extent to do so would cause adverse tax consequences to Parent or any Borrower, (A) none of Parent, the Borrowers or any Domestic Subsidiary shall be required to pledge more than 65% of the capital stock of any Foreign Subsidiary and (B) no Foreign Subsidiary shall be required to pledge the capital stock of any of its subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released (or will be released pursuant to UCC termination statements which have been received by, and are satisfactory to, the Collateral Agent). (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Parent. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to the Mortgaged Property shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) the Mortgaged Property shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders Lenders, the Swingline Lender and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ Torys LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPStirling Scales, substantially to PWC Landwell, [Portuguese counsel] [Cayman counsel], counsel for the effect set forth in Exhibit F-2Borrowers, in each case which opinions shall be (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (Ciii) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Agent. The Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incidental to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. Each of the Loan Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy certificate of the certificate good standing or articles of incorporation (or other similar formation document), including all amendments thereto, equivalent of each Loan Party, certified as of a recent date by Party from the Secretary of State of the State of its organization (or equivalent) the equivalent from its jurisdiction of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation or other constitutive documents and by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions (or other necessary action) described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party (or other necessary action) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other constitutive documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) aboveabove or as otherwise certified by such Secretary or Assistant Secretary, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion opinions of (i) Weil, Gotshal ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP, substantially to Ohio counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇Kirk▇▇▇▇ LLP& ▇lli▇, counsel ▇▇unsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 J-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local or special counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2Exhibits J-2 and J-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement and 51 46 by-laws (or equivalent) laws, if any, of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or analogous body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation organization or operating agreement, as the case may be, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Capital Stock of the Borrower and the Subsidiaries shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such Capital Stock, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent, provided that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the Voting Stock of any Foreign Subsidiary (or any of the Capital Stock of either Non-Pledged Foreign Subsidiary) and (ii) no Foreign Subsidiary shall be required to pledge any of its assets, including, without limitation, the Capital Stock of any of its Foreign Subsidiaries. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent filings) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. 52 47 (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and (other than the Fleet Mortgages) recorded in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 H, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-2I, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent or the Collateral Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. ; and (civ) The such other documents as the Lenders, the Issuing Bank or the Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Datemay reasonably request.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal & Este▇▇ ▇▇▇▇▇▇▇▇ LLP▇▇ ▇▇▇▇▇▇▇, counsel ▇▇q., Assistant Vice President and Legal Counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case B (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request instruct such counsel to deliver such opinionsopinion. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan PartyBorrower, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate letter sealed by such Secretary of legal existence and, if available in such jurisdiction, State from each Borrower requesting a certificate as to the good standing of each Loan Party Borrower as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party Borrower have not been amended since the date of the last amendment thereto which date will be shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents to be furnished pursuant to clause (i) aboveSection 5.04(g), and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyBorrower; and (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of each Borrower, dated the Closing Date and signed by a Responsible Financial Officer of the such Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. 50 44 (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Administrative Agent shall have received all Fees and other amounts due and payable hereunder on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (g) No Loans shall be outstanding under the Pre-Restatement Credit Agreement and all interest and fees accrued under such Pre-Restatement Credit Agreement through the Closing Date shall have been paid. (h) The Administrative Agent shall have received a certificate of a Financial Officer of each of the Borrowers certifying as to (i) the termination of the Pre-Restatement Credit Agreement, and (ii) the payment in full of all obligations of the Borrowers outstanding under the Pre-Restatement Credit Agreement.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially counsel for the Borrower, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Chief Legal Officer, General Counsel and Secretary of the Borrower, and (iii) each counsel listed on Schedule 4.02(a), each such opinion to be in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankBanks, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Credit Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar equivalent formation document), including all amendments thereto, of each Loan Credit Party, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Credit Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Credit Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, partnership agreement, limited liability company agreement, memorandum and articles of association or equivalent) other equivalent governing document of such Loan Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Credit Party authorizing the execution, delivery and performance of the Loan Credit Documents to which such person Person 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 effecteffect on the Closing Date, (C) that the certificate or articles of incorporation or other equivalent formation document of such Loan Credit Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Credit Document or any other document delivered in connection herewith on behalf of such Loan Credit Party; and (iii) the certificate referred to in the foregoing clause (ii) shall contain a certificate certification by an Authorized Officer of another officer such Credit Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the such certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible an Authorized Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph Section 4.01 and in paragraphs (nh), (i) and (j) (second sentence only) of Section 4.02. (d) The Administrative Agent, each Lead Arranger and each Lender shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document or under the Engagement Letter or the Fee Letter referred to therein (including reasonable fees and expenses of counsel). (e) The Borrower shall have duly authorized, executed and delivered this Section 4.02 Agreement, and each other party to this Agreement shall have executed and delivered this Agreement, and this Agreement shall be in full force and effect. (f) The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart of the Reaffirmation Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Reaffirmation Agreement) that such party has signed a counterpart of the Reaffirmation Agreement. (g) The Administrative Agent shall have received: (i) evidence reasonably satisfactory to it as to the proper filing of financing statements (Form UCC-1 or the equivalent) in each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Restricted Subsidiary as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Closing Date, together with copies of such other financing statements that name the Borrower or any Restricted Subsidiary as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement (other than to the extent such actions are required or permitted to be performed after the Closing Date) as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreement have been taken (other than to the extent such actions are required or permitted to be performed after the Closing Date), and the Security Agreement shall be in full force and effect. (h) The Installment Payment shall have been made prior to or substantially simultaneously with the funding of Loans on the Closing Date. (i) [Reserved]. (j) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Specified Credit Agreement (after giving effect to the Existing Lenders Agreement) shall have been (or substantially simultaneously with the funding of Loans on the Closing Date shall be) paid in full and the commitments thereunder terminated, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness for borrowed money or Preferred Equity other than Indebtedness outstanding under this Agreement, the Senior Unsecured Notes, indebtedness listed on Schedule 3.21, other Indebtedness permitted to be incurred under this Agreement and Qualified Equity Interests. (k) The Lenders shall have received the financial statements referred to in Section 3.05. (l) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form attached hereto as Exhibit K certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (m) The Administrative Agent shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (n) The Administrative Agent shall have received a notice of such Credit Event as required by Section 2.03. (o) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.03 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent.

First Credit Event. On the Closing Date:: ------------------- (a) The Administrative Agent Each Bank shall have received, on behalf received a duly executed copy of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsthis Agreement. (b) The Administrative Agent shall have received the Fee Letter and payment of all expenses owed to the Banks pursuant to Section 9.5(a) and of all Fees that are then due and payable. (c) Each Bank shall have received a duly executed Revolving Note complying with the provisions of Section 2.7. (e) All legal matters incident to this Agreement and the first Credit Event hereunder shall be reasonably satisfactory to the Banks and to the legal counsel for the Administrative Agent. (f) The Administrative Agent shall have received as to each of the Borrower, the Guarantor and Swift Leasing (i) a copy of the certificate its Certificate or articles Articles of incorporation (or other similar formation document)Incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate from such Secretary of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party State as of a recent date, from such Secretary of Stateas to its good standing; (ii) a certificate of the its Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byits By-laws (or equivalent) of such Loan Party Laws as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the next clause (B) belowof this sentence, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the its Board of Directors of such Loan Party Directors, authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in and the case of the Borrower, the borrowings Credit Events hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate its Certificate or articles Articles of incorporation of such Loan Party Incorporation have not been amended since the date of the last amendment thereto shown on the its certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partyits behalf; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (cg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed on behalf of the Borrower by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.1. (h) The Administrative Agent shall have received all amounts due and payable hereunder or under the other Loan Documents on or prior to the Closing Date. (i) The Administrative Agent shall have received evidence satisfactory to it that the 1993 Agreement has been or will be terminated and all loans and other amounts and letters of credit outstanding thereunder have been or will be paid in full or assumed hereunder, on or prior to the Closing Date. (j) The Administrative Agent shall have received duly executed copies of the Guaranties. -33-

First Credit Event. On the Restatement Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇Kirk▇▇▇▇ LLP& ▇lli▇, counsel ▇▇unsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 J-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit F-2J-2, in each case (A) dated the Restatement Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState (or, in lieu of such certificate as to good standing for each Loan Party incorporated in the State of Wisconsin, a certificate of status from the Wisconsin Department of Financial Institutions as to such Loan Party's existence); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Restatement Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.any

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil▇▇▇▇, Gotshal Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and G-1, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2G-2 and (iii) FCC counsel, substantially to the effect set forth in Exhibit G-3, in each case (A) dated the Closing Date, Date and (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Lenders and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably requestCollateral Agent, and Holdings and the Borrower Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation equivalent organizational document), including all amendments thereto, of each Loan Party, and in the case of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState or other applicable similar Governmental Authority; (ii) a certificate of the Secretary, Assistant Secretary or Assistant Secretary Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, operating agreement or equivalent) similar governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation incorporation, equivalent organizational document, by-law, operating agreement or similar governing document of such Loan Party have not been amended (in the case of the articles of incorporation of each Loan Party since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. ; and (civ) The such other documents as the Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Datemay reasonably request.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP▇▇▇▇, P.C., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 G-1, and (ii) ▇Durham ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, P.C., Nevada counsel for the Borrower, substantially to the effect set forth in Exhibit F-2G-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent or the Collateral Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and each Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) limited liability company agreements of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or any Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) Each Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents and the Intercompany Note shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) The Aircraft Security Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) the Aircraft Collateral shall not be subject to any Lien other than those permitted under Section 6.02 and Liens of the Existing Financing which are to be discharged in accordance with Section 5.14, (iii) the Aircraft Security Agreement shall have been filed for recordation with the FAA and the related International Interests shall have been registered with the International Registry, (iv) the Collateral Agent and each Lender shall have received an opinion from McAfee & ▇▇▇▇ P.C. with respect to the perfection of the Liens (to the extent possible) over such Aircraft Collateral and (v) the Collateral Agent shall have received such other documents, including insurance certificates required by the Aircraft Security Agreement and Section 5.02. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed as required therein. (j) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Financing shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released (other than contingent obligations which by their nature survive the repayment of the Existing Financing), and the Administrative Agent shall have received reasonably satisfactory evidence thereof immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (m) Administrative Agent shall have received (i) the results of a recent Lien and judgment search in each relevant jurisdiction with respect to each Loan Party and the location of the assets that are included in the Collateral and (ii) the results of a search of the records of the FAA and the International Registry, and such searches shall reveal no Liens on any of the Aircraft, aircraft engines and parts other than Permitted Liens and Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to Administrative Agent. (n) of this Section 4.02 as of The Lenders shall have received, to the Closing Dateextent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weilthe Senior Vice President, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings Legal and General Counsel of the Borrower, substantially to Borrower and its Subsidiaries in connection with the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, Transactions in each case (Ay) dated the Closing Date, and (Bz) covering such other matters relating to this Agreement and the Transactions as the Administrative Agent shall reasonably request in form reasonably acceptable to the Administrative Agent and its counsel, and the Borrower hereby requests and instructs such counsel to deliver such opinions. The opinions shall be addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings, the Transaction and extensions of credit hereunder shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of the Borrower and each Loan Partyof its Restricted Subsidiaries, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of the Borrower and each Loan Party of its Restricted Subsidiaries as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Loan Party of its Restricted Subsidiaries, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party the Borrower and each of its Restricted Subsidiaries as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower and each of its Restricted Subsidiaries authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, this Agreement and the borrowings hereunder, as applicable, and that such resolutions have not been modified, modified rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party the Borrower and each of its Restricted Subsidiaries have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower and each of its Restricted Subsidiaries, and (E) that attached thereto is a true and complete copy of each of the Ascent Agreements as in effect on the Closing Date; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent Lenders shall have received a certificate, duly completed Compliance Certificate dated the Closing Date and signed executed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of Section 4.01 hereof, with paragraphs (f), (g), (h), (i) and (j) of this Section 4.02 as 4.02, and demonstrating compliance by the Borrower with the provisions of Sections 6.09 and 6.10 hereof, and certifying to the fact that there exists no Default or Event of Default under the terms of this Agreement, and consummating the Agreement and making the initial Loans hereunder would not cause a Default or Event of Default. (e) Each Lender and the Administrative Agent shall have received payment in full of all Fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Borrower shall have delivered duly executed and completed copies to each of the Lenders of each of the following documents and agreements, in form and substance satisfactory to each Lender: this Agreement, applicable Fee Letters and guaranties of the Obligations executed by all Guarantors. The Borrower shall have delivered a promissory note to each Lender, in form and substance satisfactory to each such Lender, and any other Loan Paper reasonably required by any Lender in connection with this Agreement. (g) All governmental and third party approvals necessary or advisable in connection with the Transactions, and the continuing operations of the Borrower and its Restricted Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions. (h) There shall not have occurred any material change in the capitalization (whether in debt or in equity), corporate structure or assets of the Borrower or any of its Subsidiaries. (i) No action, suit, litigation or similar proceeding by or before any Governmental Authority shall exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to the Transactions contemplated thereby or otherwise, which would be likely in the reasonable opinion of the Required Lenders to have a Material Adverse Effect. (j) The Lenders shall have received a certification from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Lenders, as to the solvency of the Borrower and its Subsidiaries on a consolidated basis on the Closing Date after giving effect to the consummation of this Agreement and the Loan Papers.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings, Polo Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and G (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings, Polo Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)constitutive documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) operating agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation or other constitutive documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of each of Holdings and the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Security Documents (other than Mortgages for any Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings, Polo Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in each case as indicated on such Perfection Certificate, and in each other jurisdiction indicated on such Perfection Certificate as the Collateral Agent may reasonably request, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties (other than Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date) shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02 and other than Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties (other than Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date), free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent. (i) Each of the Intercreditor Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (j) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (to the extent covering any Collateral) shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (k) The Merger shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the Purchase Agreement and all other related documentation, the organizational documents of the Borrower and applicable law, without giving effect to any waiver or modification of any material terms or conditions thereof, including any consent or deemed consent thereunder, without the consent of the Administrative Agent. The Administrative Agent shall have received copies of the Purchase Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct, and all such documents shall be satisfactory to the Administrative Agent. (l) The Cash Equity Contributions shall have been made. (m) The Polo Equity Contributions shall have been made on terms satisfactory to the Administrative Agent. (n) The Dorfinco Consents and the Citicorp Consents shall have been obtained on terms and conditions acceptable to the Administrative Agent. (o) The Administrative Agent shall be satisfied with the capitalization, structure and equity ownership of this Section 4.02 as Holdings, Polo Holdings and the Borrower after giving effect to the Transactions. (p) The Second Lien Credit Agreement shall, or shall substantially simultaneously with the initial funding of the Loans on the Closing Date, be in effect, and the initial funding of Second Lien Term Loans shall have been, or shall substantially simultaneously with the initial funding of the Loans on the Closing Date be, made. (q) The Receivables Credit Agreement shall, or shall substantially simultaneously with the initial funding of the Loans on the Closing Date, be in effect, with a commitment to replace such Receivables Credit Agreement with a non-recourse (other than up to $15,000,000) securitization within 90 days after the Closing Date. (r) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Sunterra Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (s) The conditions to the funding of loans under the Tender Facility Credit Agreement shall have been satisfied. All principal, premium, if any, interest, fees and other amounts due or outstanding under the Tender Credit Agreement shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (t) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, Polo Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement, the Second Lien Credit Agreement, the Receivables Credit Agreement, the Dorfinco Credit Agreements and the Citicorp Conduit Agreement, (ii) Sunterra Owner Trust 2004-1’s Timeshare Loan-Backed Notes, (iii) the Existing Sunterra Notes, (iv) Indebtedness permitted by Section 6.01(i) or (j) and (v) Indebtedness set forth on Schedule 6.01. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of Holdings, setting forth a reasonably detailed calculation of accrued and projected Transaction Costs, which shall be satisfactory in form and substance to the Administrative Agent, and such Transaction Costs shall not have exceeded or be reasonably expected to exceed $36,600,000. (u) The Lenders shall have received the financial statements referred to in Section 3.05, none of which shall be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (v) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings (which shall not be subject to any exceptions or qualifications that are not reasonably acceptable to the Administrative Agent) certifying that Holdings and the Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions to occur on the Closing Date, are solvent. (w) All requisite and material Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no material litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (x) The Lenders shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Issuing Banks and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, substantially to as special counsel for the effect set forth in Exhibit F-2, in each case Loan Parties (A) dated the Closing Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Closing Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the conditions precedent closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (h) Except as set forth in paragraph Schedule 5.12 (nwhich, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) of this Section 4.02 and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (i) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date. On or prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (j) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Sections 4.01(b) and (c) hereof. (k) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any of the Subsidiaries shall have any third party Indebtedness of the type described in clause (a) of the definition thereof other than (i) the Loans and other extensions of credit under this Agreement (including the Existing Roll-Over Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement), other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date, (ii) other Indebtedness incurred for capital expenditures or working capital purposes and (iii) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. For purposes of determining compliance with the conditions specified in Section 4.01 and this Section 4.02, each Lender 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On Except as otherwise expressly set forth on Schedule 5.17, on the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a written opinion of (i) Weil, Gotshal & Cozen ▇’▇▇▇▇▇▇ LLPP.C., California, Delaware, Massachusetts, New York and Texas counsel for Holdings to the Borrower and the Borrower, substantially to the effect set forth in Exhibit F-1 other Loan Parties and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially Nevada counsel to the effect set forth in Exhibit F-2Loan Parties, in each case case, (Ax) dated the Closing Date, (By) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Cz) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date acceptable to the Administrative Agent by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (ni) of this Section 4.02 as of 4.02. (d) The Administrative Agent and the Lenders shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) [Reserved]. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement, (ii) Indebtedness outstanding under the Existing Credit Agreement and (iii) Indebtedness set forth on Schedule 6.01. (j) The Lenders shall have received the financial statements referred to in Section 3.05. (k) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby in any material respect. (m) The Administrative Agent and the Lenders shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (n) The Administrative Agent shall have received an executed copy of the Intercreditor Agreement, and the Intercreditor Agreement shall be in full force and effect. (o) All conditions precedent to the effectiveness of Amendment and Waiver No. 1 shall have been satisfied and Amendment and Waiver No. 1 shall be in full force and effect. (p) The Administrative Agent and the Lenders shall have received from the Loan Parties an initial 13-week budget that is in form and substance reasonably satisfactory to the Required Lenders (it being understood and agreed that the budget attached hereto as Exhibit I is reasonably satisfactory to the Required Lenders) (the “Initial Budget”).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Gotshal Esq., General Counsel of the Borrower, substantially to the effect set forth in Exhibit E-1, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-2, and (iiiii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe opinion of UK counsel, substantially to the effect set forth in Exhibit F-2E-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party (other than Holdpar A or Holdpar B which are not required to be registered with the Secretary of State of their state of organization) as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. Such certificate shall include a reasonably detailed schedule showing the pro forma adjustments made to calculate Consolidated EBITDA as of and for the fiscal quarters ended March 31, 2001 and June 30, 2001, as contemplated by the last sentence of the definition of Consolidated EBITDA, and which shall be accompanied by the report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP substantially in the form of Schedule 4.02(d). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Collateral Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Equity Interests of the Borrower and the Subsidiaries shall have been duly and validly pledged thereunder to the extent required thereby to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such Equity Interests to the extent such Equity Interests are evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that to the extent to do so would cause adverse tax consequences to the Borrower, (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the Equity Interests of any of its Subsidiaries. (g) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority (except to the extent otherwise provided therein) security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Collateral Agreement shall have been delivered to the Collateral Agent. (h) Except as stated on Schedule 4.02(h), the Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer and the General Counsel of the Borrower. (j) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof, the terms of the Documents and applicable law; the Cash Equity Contribution shall have been made; the Senior Subordinated Notes shall have been issued and the Lenders shall be reasonably satisfied with the capitalization structure and equity ownership of Holdings and the Borrower after giving effect to the Transactions. (k) The Lenders shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and its Subsidiaries may be subject after giving effect to the Transactions, and with the plans of the Borrower or such Subsidiaries with respect thereto. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent the failure to obtain such consent or approval could, individually or in the aggregate, reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby, and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (m) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (n) The Lenders shall have received the audited, unaudited and pro forma financial statements referred to in Section 3.05. (o) Holdings shall have issued not less than $65,000,000 of Holdco Notes and the Borrower shall have received net cash proceeds of not less than $62,700,000 from the issuance of the Holdco Notes. The terms and conditions of the Holdco Notes (including terms and conditions relating to the interest rate, fees, amortization, maturity, covenants, pay-in-kind provisions, events of default and remedies) shall be reasonably satisfactory in all respects to the Lenders. Without limiting the foregoing, the Notes shall provide that, at any time during which the Borrower's ability to pay cash dividends to Holdings is restricted under the terms of this Section 4.02 Agreement, Holdings may, in lieu of paying interest on the Holdco Notes in cash and without causing a default thereunder, satisfy its obligation to pay interest on the Holdco Notes by issuing to the holders thereof additional Holdco Notes. (p) The Borrower shall have repurchased all Existing Subordinated Notes tendered and not withdrawn pursuant to the Debt Tender Offer; if less than all the outstanding Existing Subordinated Notes shall have been tendered and so purchased, the Consent Solicitation shall have become effective. (q) The Lenders shall have received a solvency letter from Houlihan, Lokey, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., in form and substance reasonably satisfactory to the Lenders, as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions and the consummation of the other transactions contemplated hereby. (r) All principal, premium, if any, interest, fees and other amounts due and owing under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof, and after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and its subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and Letters of Credit hereunder, (ii) the Holdco Notes, (iii) the Senior Subordinated Notes, (iv) Existing Subordinated Notes not tendered (or tendered and subsequently withdrawn) in the Debt Tender Offer and (v) the Indebtedness listed on Schedule 6.01. (s) Immediately after giving effect to the Transactions and the other transactions contemplated hereby to occur on or about the Closing Date, no more than $50,000,000 of Revolving Loans shall have been borrowed (excluding the aggregate undrawn and unexpired amount of all outstanding Letters of Credit).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion opinions of (i) Weil, Gotshal Winston & ▇S▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties, and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇J▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP▇▇▇▇, substantially General Counsel of the Loan Parties, each in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (Ai) dated the Closing Date, (Bii) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate of formation or articles certificate of incorporation (or other similar formation document)limited partnership, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organizationObligor, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party Obligor as of a recent date, from such the Secretary of StateState of such Obligor’s State of formation; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Obligor or general partner or sole member thereof dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (laws, limited liability company agreement or equivalent) limited partnership agreement, as applicable, including all amendments thereto, of such Loan Party Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors members (or equivalent body) of such Loan Party Obligor authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate of formation or articles certificate of incorporation limited partnership, as applicable, of such Loan Party have Obligor has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyObligor or general partner or sole member thereof; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) copies of each Management Agreement, the Shareholder Purchase Agreement, the Merger Sub Note and the Windsor Note (in each case, including any amendments thereto, including amendments to increase the termination period thereof to a period reasonably satisfactory to the Administrative Agent), certified by a Responsible Officer of the Borrower to be true and complete and in effect on the Closing Date and in each case in form and substance satisfactory to the Administrative Agent; and (v) such other documents as the Lenders or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Loan Documents, including, without limitation, the Intercreditor Agreement, each Undertaking Agreement, the Irrevocable Direction Letter, the Fee Letter and the Side Letter shall have been duly executed by each party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received all Pledged Collateral required to be delivered to the Collateral Agent on the Closing Date pursuant to the Guarantee and Collateral Agreement, together with duly executed undated blank membership interest powers, as applicable, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent. (h) The Collateral Agent shall have received the Perfection Certificate dated the Closing Date and duly executed by a Responsible Officer of each Loan Party together with all attachments contemplated thereby, including the results of searches of Uniform Commercial Code filings and the other searches specified therein, and copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as loss payee, in form and substance satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received executed copies of the Existing Debt Payoff Documents, dated the date of this Agreement and duly executed by a Responsible Officer of the Borrower and an equivalent person for the administrative agent and collateral agent for the lenders under the Existing Credit Facility. (k) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, no Loan Party shall have outstanding any Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness of the Borrower under the Merger Sub Note and the Windsor Note, (c) Indebtedness under the Term Loan Credit Agreement, and (d) Indebtedness set forth on Schedule 6.01. (l) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (m) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that the Loan Parties, when taken as a whole, after giving effect to the Transactions to occur on the Closing Date, are solvent as set forth in Section 3.22. (n) All requisite Governmental Authorities, third parties and holders of this Section 4.02 as of Equity Interests in any Loan Party or Fund shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Effective Date:: ------------------- (a) The Administrative Agent All legal matters incident to this Agreement and the borrowings hereunder and the other Loan Documents shall have received, on behalf of itself, be satisfactory to the Lenders and their counsel and to the Issuing BankBank and to Cravath, a written opinion of (i) Weil, Gotshal Swaine & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsAgent. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including analogous documents) and all amendments thereto, thereto of each Loan Party, certified as of a recent date by the Secretary Secre tary of State (or equivalentother appropriate Governmental Authority) of the state (or country) of its organization, and a certificate of legal existence and, if available in organization or such jurisdiction, other evidence as is reasonably satisfactory to the Agent; (ii) a certificate as to the good standing (or other analogous certification to the extent available) of each Loan Party as of a recent date, from such the appropriate Secretary of StateState (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-by- laws (or equivalentsuch other analogous documents to the extent available) of such Loan Party as in effect on the Closing Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of the such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person it is a party andparty, 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, (C) that the certificate or articles of incorporation (or analogous documents) of the such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalentother analogous certification or such other evidence reasonably satisfactory to the Agent) or state certified copies of such documents furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiiv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate certif icate pursuant to clause (iiiii) above; and (v) such other documents as the Lenders or their counsel, the Issuing Bank or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (c) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Effective Date and signed by a Responsible Officer of the Borrower confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (d) The Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date. (e) The Agent shall have received a favorable written opinion of the General Counsel of the Borrower, dated the Effective Date and addressed to the Lenders and the Issuing Bank, to the effect set forth in Exhibit D, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent. (f) The Agent shall have received evidence of the receipt by the Borrower of all governmental and third party approvals, if any, necessary or advisable in connection with the Spin-Off and the other transactions contemplated by this Agreement and of the expiry of any applicable waiting or appeal periods, and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Spin-Off or the other transactions contemplated hereby. (g) The Lenders shall have received copies of the Form 10 and of the Distribution Agreement and other agreements governing the post Spin-Off relationship between the Borrower and International attached as exhibits thereto, which agreements shall have been executed by the parties thereto and shall be in full force and effect. (h) The Spin-Off shall have been consummated in accordance with applicable law and in a manner and with the consequences not materially different from the description thereof in the Form 10, and, after giving effect to the Spin-Off, the Lenders shall be satisfied with the corporate and capital structure of the Borrower and the Subsidiaries, all legal, tax and accounting matters relating to the Spin-Off, all arrangements and agreements between the Borrower and International governing their post- Spin-Off relationship and the sufficiency of amounts available hereunder to meet the ongoing working capital requirements of the Borrower and the Subsidiaries. (i) After giving effect to the Spin-Off, neither the Borrower nor any of its Subsidiaries shall have outstanding any shares of preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Effective Date. The terms and conditions of all Indebtedness to remain outstanding after the Effective Date shall be satisfactory in all respects to the Lenders. (i) The Existing Credit Agreements and all commitments thereunder to lend shall have been terminated, all letters of credit issued thereunder shall have been terminated, all amounts outstanding thereunder shall have been paid in full and all Liens, if any, securing any obligations thereunder or under any related agreement shall have been permanently released and (ii) the Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (k) The Agent shall have received counterparts of the Pledge Agreement signed on behalf of the Borrower and each Subsidiary Loan Party that owns any capital stock of any other Subsidiary, together with stock certificates representing all the outstanding shares of capital stock of each Subsidiary owned by or on behalf of the Borrower or any such Subsidiary Loan Party as of the Effective Date after giving effect to the Spin-Off (except that the pledge of stock certificates representing shares of common stock of a Foreign Subsidiary may be limited to 65% of the outstanding shares of common stock of such Foreign Subsidiary), promissory notes evidencing all intercompany Indebtedness owed to the Borrower or any such Subsidiary Loan Party by the Borrower or any Subsidiary as of the Effective Date after giving effect to the Spin-Off, and undated stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes. (l) The Agent shall have received (i) counterparts of the Guarantee Agreement signed on behalf of each Subsidiary Loan Party and (ii) counterparts of the Indemnity, Subrogation and Contribution Agreement signed on behalf of the Borrower and each Subsidiary Loan Party. (m) The Lenders shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and the Subsidiaries may be subject after giving effect to the Spin-Off and the other transactions contemplated hereby, and with the plans of the Borrower with respect thereto. (n) The Agent shall be reasonably satisfied with the sufficiency of amounts available under this Agreement to meet the ongoing working capital requirements of the Borrower and its Subsidiaries following the consummation of the Spin-Off and the other transactions contemplated hereby. (o) After giving effect to the Spin-Off, the Borrower shall be in pro forma compliance as of May 31, 1997 and for the period of four fiscal quarters then ended with Sections 6.13, 6.14, 6.15 and 6.16 (assuming for such purpose that the Spin-Off occurred on such date or at the beginning of such period, as the case may be). (p) The Agent shall have received (i) a copy of the solvency opinion from American Appraisal Associates in the form delivered to the Board of Directors of the Borrower on the date of the Spin-Off and (ii) a certificate from a Responsible Officer of the Borrower as to the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Spin-Off. (q) The Agent shall have received executed or conformed, certified copies of each Lease listed on Schedule 4.02(q), franchise agreement and management agreement (each such agreement, a "Borrowing Base Agreement") ------------------------ relating to a proposed Borrowing Base Property and all amendments thereto on or prior to the Effective Date; each such Borrowing Base Agreement, as so amended and certified by a Responsible Officer of the Borrower, shall be in full force and effect and no term or condition thereof shall have been further amended or modified, or waived after the execution thereof, except as previously disclosed in writing to the Agent, and no Person shall have failed in any material respect to perform any material obligation or covenant or satisfy any material condition required by any such Borrowing Base Agreement to be performed or complied with on or before the Effective Date, except as previously disclosed in writing to the Agent. (r) The Agent shall have received with respect to each proposed Borrowing Base Property, as of the Effective Date, (a) a comprehensive environmental audit (which shall include a Phase I environmental audit and, if recommended by such Phase I environmental audit, a Phase II environmental audit) satisfactory in all respects to the Agent and prepared by an Approved Environmental Consultant, (b) evidence that all Environmental Permits have been obtained and (c) such other environmental reports, inspections and investigations as the Agent shall require, prepared, in each instance, by consultants satisfactory to the Agent. On or before the Effective Date, the Borrower shall have delivered to the Agent evidence satisfactory to the Agent that the Borrower has complied (or has made arrangements satisfactory to the Agent to comply) with the recommendations of all environmental consultant(s) referred to above and that all hazardous materials (as defined under Environmental Laws) have been removed from any proposed Borrowing Base Property to the extent required by Environmental Law. (s) The Agent shall have received a certificate of insurance demonstrating compliance with the requirements of Section 5.02 and certifying that the insurance policies required by Section 5.02 with respect to any proposed Borrowing Base Property are in full force and effect on the Effective Date. (t) The Agent shall have received evidence satisfactory to it that the proposed Borrowing Base Properties, as of the Effective Date, are free of all material structural and title defects. (u) The Agent shall have received a completed Borrowing Base Certificate dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with . (v) The Lenders shall have received a pro forma consolidated balance sheet of the conditions precedent set forth in paragraph (n) of this Section 4.02 Borrower as of the Closing Effective Date, after giving effect to the Spin-Off and the consummation of the other transactions contemplated hereby, which shall not be materially inconsistent with the forecasts previously provided to the Lenders. The Agent shall notify the Borrower and the Lenders of the Effective Date, and such notices shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.08) at or prior to 3:00 p.m., New York City time, on October 15, 1997 (and, in the event such conditions are not so satisfied or waived, the Revolving Commitments shall terminate at such time).

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders other Agents and the Issuing BankLenders, a favorable written opinion of (i) WeilSkadden, Gotshal & Arps, ▇▇▇▇▇▇▇ LLPSlate & ▇▇▇▇, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and K-1, (ii) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Pennsylvania counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-2K-2 and (iii) local counsel satisfactory to the Administrative Agent and the Arrangers, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions Transaction as the Administrative Agent or any Arranger shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Arrangers. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (iA), (B) and (C) below: (A) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each such Loan Party as of a recent date, date from such Secretary of StateState or (y) in the case of a partnership or of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiB) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or, its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (Cy) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (iA) above, and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiC) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiB) above; and (b) such other documents as the Administrative Agent or any Arranger may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01 and (except to the extent that any such condition is required to be satisfactory or determined by the Lenders, the Administrative Agent and/or the Arrangers) paragraphs (n), (o) and (p) of this Section 4.02 4.02. (e) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all Certificated Securities (as such term is defined in the Pledge Agreement), shall have been delivered to the Collateral Agent, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral, (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral and (z) together with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken; and (ii) the Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent or any Arranger to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (g) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph (as well as any jurisdictions where such Uniform Commercial Code filings would have been made pursuant to the Uniform Commercial Code as in effect in the relevant States prior to July 1, 2001), together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction requested by the Administrative Agent or any Arranger, in each case accompanied by evidence satisfactory to the Collateral Agent and the Arrangers that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 6.02 or have been released. (i) Each of the Mortgages, substantially in the form of Exhibit E, including appropriate changes for local law, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 6.02, (iii) a lender's title insurance policy, paid for by the Borrower, in form and substance reasonably acceptable to the Administrative Agent and the Arrangers, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent and (iv) such surveys, appraisals and legal opinions as reasonably requested in writing by the Administrative Agent or any Arranger. (i) Each Loan Party, the Administrative Agent, the Second-Lien Administrative Agent, the Collateral Agent and the Second-Lien Collateral Agent shall have duly authorized, executed and delivered the Intercreditor Agreement in the form of Exhibit I hereto (as amended, modified, restated and/or supplemented from time to time, the "Intercreditor Agreement"), and the Intercreditor Agreement shall be in full force and effect. (j) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (k) The Second-Lien Credit Agreement shall concurrently have been executed and delivered by the parties thereto and shall be in full force and effect and the Borrower shall have received gross cash proceeds of $350,000,000 from the incurrence of Second-Lien Loans thereunder. The Administrative Agent shall have received true and correct copies of all Second-Lien Credit Documents, certified as such by the Secretary or Assistant Secretary of the Borrower, the Second-Lien Credit Documents and all terms and conditions thereof (including, without limitation, amortization, maturities, interest rates, covenants, defaults, remedies, guaranties and guarantors) shall be in form and substance satisfactory to the Administrative Agent and the Arrangers, and all conditions precedent to the Second-Lien Credit Agreement shall have been satisfied, and not waived unless consented to by the Agents and the Arrangers, to the reasonable satisfaction of the Administrative Agent and the Arrangers. (l) The Borrower shall concurrently have received gross cash proceeds (calculated before underwriting fees) of $250,000,000 from the issuance by it of the Senior Notes. There shall have been delivered to the Administrative Agent true and correct copies certified as such by the Secretary or Assistant Secretary of the Borrower of all Senior Note Documents, and all of the terms and conditions of the Senior Note Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (m) The Borrower shall concurrently have received gross cash proceeds (calculated before underwriting fees) of $375,000,000 from the issuance of the Senior Subordinated Notes. There shall have been delivered to the Administrative Agent true and correct copies certified as such by the Secretary or Assistant Secretary of the Borrower of the Senior Subordinated Note Documents, and all the terms and conditions of the Senior Subordinated Note Documents (including, without limitation, amortization, maturities, interest rates, covenants, defaults, remedies, sinking fund provisions, subordination provisions and other terms) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (n) The Acquisition Agreement (together with all exhibits and schedules thereto), shall be in the form executed on July 28, 2004, as amended by Amendment No. 1 thereto dated as of October 7, 2004, with any additions or changes thereto or waivers of the terms thereof to be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. There shall have been delivered to the Administrative Agent true and correct copies certified as such by the Secretary or Assistant Secretary of the Borrower of the Acquisition Documents and all of the material conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Agreement shall have been satisfied (and not waived, except with consent of the Administrative Agent and each of the Arrangers) to the reasonable satisfaction of the Administrative Agent and each of the Arrangers. The Acquisition shall have been consummated in accordance in all material respects with the terms and conditions of the Acquisition Agreement and all applicable laws. (o) The Refinancing (other than the redemption of the Existing Senior Discount Notes and the Existing Senior Subordinated Notes on the Redemption Date by Holdings or the Borrower, as the case may be) shall have been consummated in all material respects simultaneously with the incurrence of the initial Loans hereunder in accordance with applicable law and all related documentation, in each case in the form previously approved by the Administrative Agent and the Arrangers, and otherwise on terms reasonably satisfactory to the Administrative Agent and the Arrangers. (p) After giving effect to the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding Indebtedness or preferred equity, except as permitted by Sections 6.01 and 6.04. (q) All necessary material governmental and material third party approvals and/or consents in connection with the Transaction, the transactions contemplated by the Loan Documents and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the Transaction or the transactions contemplated by the Loan Documents or otherwise referred to herein. (r) All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Agents or payable in respect of the Transaction, shall have been paid to the extent due and invoiced. (s) The Lenders shall have received a solvency certificate from the Chief Financial Officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers, setting forth the conclusions that, after giving effect to the Transaction and the incurrence of all the financings contemplated herein, each of Holdings, individually, Holdings and its Subsidiaries, taken as a whole, the Borrower, individually, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature. (t) The Administrative Agent shall have received (i) no later than 30 days prior to the Closing Date, or such later date at the Administrative Agent's discretion, historical financial statements for OI Plastic and its subsidiaries for each quarterly period ended (and for each monthly period ended, to the extent available) after December 31, 2003 and prior to the Closing Date (to the extent available), (ii) a pro forma opening balance sheet of Holdings and its Subsidiaries after giving effect to the Transaction together with a certificate of the Chief Financial Officer of the Borrower certifying that such balance sheet accurately presents the pro forma position of the Borrower and its Subsidiaries in accordance with GAAP and (iii) projections through December 31, 2011 for Holdings and its Subsidiaries after giving effect to the Transaction (it being understood that the projections delivered to the Administrative Agent prior to September 15, 2004 are satisfactory), all of which financial statements or projections shall be consistent in all material respects with the financial information previously provided to the Administrative Agent by Holdings. (u) The Administrative Agent shall have received an officer's certificate from a Responsible Officer of the Borrower accompanied by supporting schedules and other data reasonably satisfactory to the Administrative Agent and the Arrangers evidencing that Adjusted EBITDA (as defined in the OI Plastic selling memorandum and, in any event, calculated in manner reasonably satisfactory to the Administrative Agent and the Arrangers and before giving effect to corporate allocations) of OI Plastic, after giving effect to the Transaction, for the trailing four quarters ended immediately prior to the Closing Date was not less than $180,000,000. (v) On the Closing Date, the total commitments in respect of the Existing Credit Agreement shall have been terminated, and all loans and notes (together with interest thereon) with respect thereto shall have been repaid in full, all letters of credit issued thereunder shall have been terminated (or incorporated as Existing Letters of Credit hereunder) and all other amounts (including any premiums or fees) owing pursuant to the Existing Credit Agreement shall have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall have bee

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal & Brunilde Sant▇▇ ▇▇ ▇▇▇▇▇▇ LLP▇▇, ▇▇q., Assistant Secretary and counsel for Holdings and the BorrowerBorrowers, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case E (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Borrowers hereby request instruct such counsel to deliver such opinionsopinion. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan PartyBorrower, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate letter sealed by such Secretary of legal existence and, if available in such jurisdiction, State from each Borrower requesting a certificate as to the good standing of each Loan Party Borrower as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party Borrower have not been amended since the date of the last amendment thereto which date will be shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents to be furnished pursuant to clause (i) aboveSection 5.04(g), and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyBorrower; and (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of each Borrower, dated the Closing Date and signed by a Responsible Financial Officer of the such Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received the financial statements referred to in Section 3.05. (f) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (g) The Administrative Agent shall have received a certificate of a Financial Officer of each of the Borrowers certifying as to (i) the termination of the Existing Credit Agreement, and (ii) the payment in full of all obligations of the Borrowers outstanding under the Existing Credit Agreement.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilFried, Gotshal Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 E-1, and (ii) ▇▇▇▇▇▇ Squire, ▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇ L.L.P., Virginia counsel for the Borrower, substantially to the effect set forth in Exhibit F-2E-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (i) The Recapitalization and the other Transactions shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the Recapitalization Documents and applicable law, without giving effect to any modifications or waiver of any material term or condition of any Recapitalization Document not approved by the Required Lenders. (j) Except for the Existing Letters of Credit, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Shareholder Notes to be issued on the Closing Date and (c) Indebtedness set forth on Schedule 6.01. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from the forecasts previously provided to the Lenders. (l) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (m) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (n) of this Section 4.02 as of The Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Date: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or “.pdf” or “.tif” copies unless otherwise specified, each properly 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 of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) the Guarantee and Collateral Agreement duly executed by the Borrower and each Subsidiary, together with: (A) certificates representing the Pledged Equity Interests referred to therein in respect of the Borrower’s Subsidiaries to the extent constituting Collateral and required to be delivered under the Guarantee and Collateral Agreement, in each case accompanied by undated stock powers or instruments of transfer, as applicable, executed in blank; (B) Financing Statements in form appropriate for filing under the Uniform Commercial Code in the jurisdictions of organization of the Loan Parties in order to perfect the Liens created under the Guarantee and Collateral Agreement; (C) certified copies of UCC, tax and judgment lien 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 as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or, solely with respect to tax and judgment lien searches, maintains its principal place of business, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated; and (D) a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower and the other Loan Parties; (iii) Intellectual Property Security Agreements (as such term is defined in the Guarantee and Collateral Agreement), as applicable, duly executed by each applicable Loan Party to the extent required pursuant to the Guarantee and Collateral Agreement; (iv) a copy of, or a certificate as to coverage under, the insurance policies referred to in Section 5.02 and the applicable provisions of the Security Documents, each of which shall indicate that such policies have receivedbeen endorsed or otherwise amended to include “standard” lender’s loss-payable endorsement and shall name the Collateral Agent, on behalf of itselfthe Secured Parties, the Lenders as additional insured or lender loss payee, in form and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially substance reasonably satisfactory to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.Collateral Agent; (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii1) a certificate of the Secretary, Assistant Secretary or Assistant Secretary other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or articles of association or other constituting document, including all amendments thereto, of each Loan Party, as certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of the by-laws (or equivalent) other governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BC) below, (BC) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (CD) that the certificate or articles of incorporation or organization or other constituting documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of legal existence incorporation or good standing (or equivalent) or state certified copies of such documents organization furnished pursuant to clause (iA) above, and (DE) to the extent applicable in the Relevant Jurisdiction, as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii2) to the extent applicable in the Relevant Jurisdiction, a certificate of another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary other Responsible Officer executing the certificate pursuant to clause (1) above; (vi) written opinions in form and substance reasonably satisfactory to the Administrative Agent of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for the Borrower and the other Loan Parties, in each case, (i) dated as of the Closing Date and (ii) above.addressed to the Administrative Agent and the Initial Lenders; (cvii) The a solvency certificate executed by a Financial Officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent shall have received Agent, to the effect that the Borrower and the Subsidiaries, on a consolidated basis immediately after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent as of the Closing Date; (viii) a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph Sections 4.01(b) and (nc) of and this Section 4.02 4.02; (ix) a letter of direction from Borrower addressed to the Administrative Agent, on behalf of itself and the Lenders, with respect to the disbursement on the Closing Date of the proceeds of the Term Loan; (x) the Warrant Certificates, each dated as of the Closing Date, duly executed, delivered and validly issued by the Borrower in favor of the applicable Initial Warrantholders or the Collateral Agent, as the case may be, and a letter agreement in favor of the Initial Warrantholders with respect to certain rights duly elected by the Borrower; and (xi) all documentation and other information with respect to the Borrower and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act at least three (3) days prior to the Closing Date (or such later date as the Administrative Agent may agree) to the extent requested by the Administrative Agent or an Initial Lender at least five (5) days in advance of the Closing Date. (b) The Initial Lenders shall have received the financial statements referred to in Section 3.05. (c) There shall be no order, injunction or decree of any Governmental Authority restraining or prohibiting the funding of the Credit Facilities. (d) No event, change or condition shall have occurred since December 31, 2017 that has had a Material Adverse Effect. (e) Substantially concurrently with the borrowing of the Term Loans, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been either converted to Common Stock or paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (f) Substantially concurrently with the borrowing of the Term Loans, all of the issued and outstanding Series A Preferred Stock shall have been redeemed by the Borrower and all of the other Transactions shall have been consummated. (g) The Administrative Agent shall have received, without duplication, all Fees and other amounts due and payable on or prior to the Closing Date pursuant to Section 2.06(a) of this Agreement, including reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower, hereunder or under any other Loan Document (less the Expense Deposit (as defined in the Proposal Letter)). (h) The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in the Guarantee and Collateral Agreement (subject to Liens permitted by this Agreement) to the extent required thereby.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders other Agents and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and I-1, (ii) ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ LLP& Bockius, special Pennsylvania counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-2I-2 and (iii) local counsel satisfactory to the Agents, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions Transaction as the Administrative Agent Agents shall reasonably request, and each of Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Agents and to the Lenders. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (iA), (B) and (C) below: (A) a copy of the certificate or articles of incorporation (incorporation, partnership agreement or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each such Loan Party as of a recent date, date from such Secretary of StateState or (y) in the case of a partnership or of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (iiB) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bx) below, (Bx) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or, its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (Cy) that the certificate or articles of incorporation incorporation, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (iA) above, and (Dz) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiC) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (b) such other documents as the Agents and the Lenders may reasonably request. (d) The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date and signed by the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and (except to the extent that any such condition is required to be satisfactory or determined by the Lenders and/or the Agents) paragraphs (j), (n), (o) and (p) of this Section 4.02. (e) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all Certificated Securities (as such term is defined in the Pledge Agreement), shall have been delivered to the Collateral Agent, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral, (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral and (z) together with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken; and (ii) abovethe Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (cg) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph (as well as any jurisdictions where such Uniform Commercial Code filings would have been made pursuant to the Uniform Commercial Code as in effect in the relevant States prior to July 1, 2001), together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction requested by the Administrative Agent, in each case accompanied by evidence satisfactory to the Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 6.02 or have been released. (i) Each of the Mortgages, substantially in the form of Exhibit D with appropriate changes for local law, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 6.02, (iii) a lender's title insurance policy, paid for by the Borrower, in form and substance acceptable to the Agents, insuring such Mortgage as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 6.02 or otherwise agreed to by the Agents) shall have been received by the Administrative Agent and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Administrative Agent, insuring the Mortgages as valid first Liens on the Mortgaged Properties, free of Liens other than those expressly permitted under Section 6.02 or otherwise agreed to by the Agents, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or this Agreement or as reasonably requested in writing by the Agents or the Lenders. (i) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Agents. (j) The IPO Reorganization, the Initial Public Offering, the Tender Offer, the Refinancing and the other portions of the Transaction shall have been consummated in all material respects simultaneously with the incurrence of the initial Loans hereunder in accordance with applicable law and all related documentation, in each case in the form previously approved by the Administrative Agent, and otherwise on terms reasonably satisfactory to the Agents. Furthermore, all other conditions to the obligations of Holdings and its Affiliates set forth in the documents governing each portion of the Transaction shall have been satisfied in all material respects without giving effect to any waivers or amendments adverse to Holdings and its Subsidiaries or the Lenders not approved by the Administrative Agent. (k) The Borrower shall have received gross cash proceeds of at least $95,000,000 from the issuance of the New Senior Subordinated Notes. The terms and conditions of the New Senior Subordinated Notes shall be as described in the Form S-1 filed with the SEC and shall be substantially similar to terms and conditions of the Senior Subordinated Notes and otherwise reasonably satisfactory in form and substance to the Agents. (l) Holdings shall have received gross cash proceeds of at least $225,000,000 from the Initial Public Offering. The terms and conditions of the Initial Public Offering shall be as described in the Form S-1 filed with the SEC with respect thereto. (m) Holdings shall have conducted a tender offer/consent solicitation with respect to the Holdings Discount Notes pursuant to that certain Offer to Purchase for Cash any and all of the Outstanding 10-3/4% Senior Discount Notes due 2009 and Solicitation for Consents for Amendments of Related Indenture, dated _______ __, 2002. Holdings shall, concurrently with the consummation of the Transaction, purchase all Holdings Discount Notes validly tendered pursuant to the Tender Offer. On the Closing Date, the Administrative Agent shall have received true and correct copies of the all material documents related to the Tender Offer, certified as such by an appropriate officer of Holdings. (n) The cash proceeds received from the incurrence of the Senior Subordinated Notes and the Initial Public Offering, when added to the aggregate principal amount of Term Loans and up to $5,000,000 (or such other amount as may be agreed to by the Borrower and the Agents) of Revolving Loans incurred on the Closing Date, shall be sufficient to effect the Transaction and to pay all fees and expenses in connection therewith. (o) After giving effect to the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding Indebtedness or preferred equity, except as permitted by Sections 6.01 and 6.04. (p) All necessary material governmental and material third party approvals and/or consents in connection with the Transaction, the transactions contemplated by the Loan Documents and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the Transaction or the transactions contemplated by the Loan Documents or otherwise referred to herein. (q) All agreements relating to, and the corporate and capital structure of, Holdings and its Subsidiaries, in each case as the same will exist after giving effect to the consummation of the Transaction, shall be reasonably satisfactory to the Agents. (r) All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Agents or payable in respect of the Transaction, shall have been paid to the extent due and invoiced. (s) The Lenders shall have received a solvency certificate from the Chief Financial Officer of Holdings, in form and substance reasonably satisfactory to the Agents, setting forth the conclusions that, after giving effect to the Transaction and the incurrence of all the financings contemplated herein, each of Holdings, individually, Holdings and its Subsidiaries, taken as a whole, the Borrower, individually, and the Borrower and its Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature. (t) The Administrative Agent shall have received (i) historical financial statements for Holdings and its Subsidiaries for each quarterly period ended after March 31, 2002 and twenty Business Days or more prior to the Closing Date, (ii) a pro forma opening balance sheet of Holdings and its Subsidiaries after giving effect to the Transaction and (iii) projections through December 31, 2007 for Holdings and its Subsidiaries after giving effect to the Transaction (it being understood that the projections previously delivered to the Administrative Agent are satisfactory), all of which financial statements or projections shall be consistent in all material respects with the financial information previously provided to the Administrative Agent by Holdings. (u) On the Closing Date, the Administrative Agent shall have received a certificate, dated the Closing Date and signed on behalf of the Borrower by a Responsible Officer of the Borrower, confirming (I) certifying that this Agreement and the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Total Revolving Credit Commitment on the Closing Date) are permitted under Section 4.04 of each of the New Senior Subordinated Note Indenture, the Senior Subordinated Note Indenture and the Holdings Discount Note Indenture and (II) containing financial calculations (in form and substance reasonably satisfactory to the Administrative Agent) establishing compliance with the conditions precedent Fixed Charge Coverage Ratio (as defined in each of the Senior Subordinated Note Indenture, the New Senior Subordinated Note Indenture and the Holdings Discount Note Indenture) of greater than 1.75:1.0 (after giving effect to the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date (determined as if the Borrower utilized the entire Revolving Credit Commitment on the Closing Date)) as required by the proviso to Section 4.04 of each of the Senior Subordinated Notes Indenture, the New Senior Subordinated Note Indenture and the Holdings Discount Note Indenture. (v) On the Closing Date, the total commitments in respect of the Existing Credit Agreement shall have been terminated, and all loans and notes (together with interest thereon) with respect thereto shall have been repaid in full, all letters of credit issued thereunder shall have been terminated (or incorporated as Existing Letters of Credit hereunder) and all other amounts (including premiums) owing pursuant to the Existing Credit Agreement shall have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall have been terminated (except as to indemnification and similar provisions, which may survive to the extent provided therein) and be of no further force and effect. In addition, the creditors in respect of the Existing Credit Agreement shall have terminated and released all security interests in and Liens created pursuant to any security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all such assets to the Borrower or the relevant Loan Party. The Administrative Agent shall have received evidence that the matters set forth in paragraph (n) of this Section 4.02 as of the Closing Date4.02(v) have been satisfied on such date.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Fronting Bank, a favorable written opinion of (i) Weil, Gotshal & (A) ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇ and (B) Ireland, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. and/or other counsel reasonably acceptable to the Administrative Agent, each counsel for CommNet and the Borrower, substantially to the effect set forth in Exhibit F-2K-1 and Exhibit K-2, respectively, and (ii) Communications Act counsel for CommNet and the Borrower, substantially to the effect set forth in Exhibit K-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Fronting Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. Each of the Investor, and Holdings CommNet and the Borrower hereby request such instructs its counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Fronting Bank and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentor, in the case of CommNet, following the Merger, the Secretary of CommNet) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Fronting Bank or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Closing Date and signed by a Responsible Financial Officer of and on behalf of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) Each of the Guarantee Agreements and the Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (g) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and (i) all outstanding Capital Stock of the Borrower shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and (ii) CommNet and the Borrower shall have used their reasonable best efforts to duly and validly pledge under the Pledge Agreement Capital Stock in Downstream Affiliates such that the aggregate combined EBITDA of CommNet and the Downstream Affiliates with respect to which (A) all of the Capital Stock held by CommNet or a Wholly Owned Subsidiary has been so pledged or (B) to the extent not included in (A) above, Affiliate Advances have been pledged under the Loan Documents (but excluding in the case of clause (B) EBITDA of such Downstream Affiliates to the extent in excess of such Affiliate Advances to such Downstream Affiliates on the Closing Date), in each case to the extent included in Financed Proportionate EBITDA, represents at least 80% of the Financed Proportionate EBITDA for fiscal year 1997 projected by CommNet, based on the projections previously delivered by CommNet to the Administrative Agent (CommNet represents that such projections were made in good faith as of the date of delivery to the Administrative Agent and are consistent with the projections and assumptions set forth in the Information Memorandum) to the Collateral Agent for the ratable benefit of the Secured Parties and, in the case of certificated shares, certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (h) The Security Agreement, the Intellectual Property Security Agreement and the Collateral Account Agreement shall have been duly executed by the Loan Parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in each such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. (i) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to CommNet, the Borrower and each other Loan Party in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph, together with copies of the financing statements disclosed by such search, accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement would be permitted under Section 6.02 or have been, or on or prior to the Closing Date will be, released. The Administrative Agent shall have received duly executed documentation evidencing the termination of (i) all the security interests granted in the Pledged Stock and in any other Collateral in connection with the Existing Credit Facility or otherwise and (ii) each obligation of CommNet or any Wholly Owned Subsidiary in respect of each letter of credit or portion thereof being replaced with the Letters of Credit to be issued simultaneously with the initial Credit Event hereunder. (j) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (k) The Recapitalization shall have been consummated (i) simultaneously with the initial Credit Event hereunder in accordance with applicable law and the Recapitalization Agreement and all related documentation and (ii) other than as set forth in (i) above, on terms reasonably satisfactory to Chase; and the conditions to the Investor's obligations set forth in the Recapitalization Agreement shall have been satisfied without giving effect to any waiver or amendment in any manner materially adverse to the Lenders that was not approved by the Required Lenders. Chase shall be satisfied that the aggregate level of fees and expenses paid in connection with the Recapitalization, the financing therefor and the other Transactions shall not exceed by a material amount the amount previously disclosed to Chase. (l) The Equity Contributions shall have been made, or shall be made simultaneously with the initial Credit Event hereunder, on terms satisfactory to the Lenders; and the Investor shall have received net proceeds of not less than $141,800,000 therefrom. (m) The Pre-Closing Debt Securities shall have been repurchased or redeemed or amended, or shall be repurchased or redeemed or amended simultaneously with the initial Credit Event hereunder, in amounts, at prices and on terms satisfactory in all respects to Chase and all significant negative and, if any, financial covenants benefitting holders of the Pre-Closing Debt Securities and all change in control or similar provisions contained therein shall have been effectively eliminated. (n) The Borrower shall have terminated and repaid, or shall terminate and repay simultaneously with the initial Credit Event hereunder, in full all Indebtedness outstanding under, the Existing Credit Facility, and all Liens in respect thereof shall have been, or will contemporaneously with the initial Credit Event hereunder be, released. (o) After giving effect to the Recapitalization and the other Transactions, (i) CommNet and the Subsidiaries shall have outstanding no preferred stock and no Indebtedness other than the Loans hereunder and Indebtedness otherwise permitted under Section 6.01 and (ii) the Borrower shall have outstanding no equity interest that is not directly owned by CommNet and pledged to the Collateral Agent under the Pledge Agreement. (p) There shall have been no material adverse change in the assets, business, properties, financial condition or results of this Section 4.02 operations of CommNet and the Downstream Affiliates on a combined basis since March 31, 1997. (q) The Lenders shall have received a reasonably satisfactory pro forma consolidated balance sheet of CommNet as of March 31, 1997, together with a certificate of CommNet, dated the Closing DateDate and signed by a Financial Officer of CommNet, to the effect that such statement fairly presents the pro forma financial position of CommNet and the Subsidiaries in accordance with GAAP (except to the extent otherwise noted) after giving effect to the Credit Events to occur on the Closing Date and the Recapitalization (and assuming the initial Credit Events and the Recapitalization occurred on March 31, 1997), and the Lenders shall be reasonably satisfied that such balance sheet and the transactions in connection with the Recapitalization and the financing arrangements contemplated hereby are consistent with the schedule of sources and uses of funds delivered to the Lenders prior to the date hereof and are not materially inconsistent with the Information Memorandum and the information, the projections or the financial model contained therein. CommNet shall also have provided such other financial information as the Lenders shall reasonably have requested in connection with the Recapitalization. (r) All requisite material Governmental Authorities and all material third parties shall have approved or consented to the Transactions to the extent required, all applicable antitrust appeal periods, if any, shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could 80 have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Recapitalization or the consummation of the other Transactions. (s) The Lenders shall have received a solvency letter in form and substance satisfactory to Chase from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. or another valuation firm acceptable to the Administrative Agent, together with other evidence reasonably requested by the Lenders as to the solvency of CommNet and the Subsidiaries on a consolidated basis, after giving effect to the Recapitalization and the consummation of the other Transactions.

First Credit Event. On the Closing Restatement Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing BankBanks, a favorable written opinion of (i) Weil, Gotshal & each of Ecke▇▇ ▇▇▇m▇▇▇ ▇▇▇▇▇▇ LLP& ▇ell▇▇▇, ▇▇C, special counsel for Holdings Citadel and the Borrower, and Lion▇▇ ▇▇▇▇▇▇ & ▇oll▇▇▇, ▇▇vada counsel for Citadel and the Borrower, substantially to the effect set forth in Exhibit F-1 J-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPExhibit J-2, substantially to the effect set forth in Exhibit F-2respectively, in each case (A) dated the Closing Restatement Date, (B) addressed to the Issuing BankBanks, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings Citadel and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Banks and to the Administrative Agent, in their commercially reasonable judgment. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Restatement Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Closing DateCollateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Security Agreement shall have been delivered to the Collateral Agent. (g) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Dick Broadcasting Companies in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to accounts receivable and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents)

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerLoan Parties, substantially to in the effect set forth in form attached as Exhibit F-1 G, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.2(a), substantially in form and substance satisfactory to the effect set forth in Exhibit F-2Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent Agent, the Lenders and the Lenders, other Secured Parties and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent Agents and Lenders shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.1 and the Borrower shall be in full compliance with the Syndication Letter. (e) The Administrative Agent and the Syndication Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (g) The Administrative Agent shall have received a duly-completed and executed Perfection Certificate (in form and substance satisfactory to the Administrative Agent) with respect to the Loan Parties, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (i) Each of the Mortgages, in form and substance satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Administrative Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.2, (iii) each of such Mortgages shall have been delivered to the title insurance company referred to in clause (iv) below in reasonable form for recording in the recording office as specified on Schedule 3.19

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & Mang▇▇ ▇▇▇▇▇▇ LLP, counsel for Holdings the Guarantor and the Borrower, substantially to the effect set forth in Exhibit F-1 L-1 and (ii) Sonnenschein, Nath & Rose▇▇▇▇▇▇ , ▇▇▇▇▇▇▇ LLP, substantially bstantially to the effect set forth in Exhibit F-2L-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings the Guarantor and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and the Issuing Bank. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or members of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant 58 to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & Moor▇, ▇▇unsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

First Credit Event. On the Closing Date: (a) The Administrative Agent Each Bank shall have received, on behalf received a duly executed copy of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsthis Agreement. (b) The Administrative Agent shall have received the Fee Letter and payment of all expenses owed to the Banks pursuant to Section 9.5(a) and of all Fees that are then due and payable. (c) Each Bank shall have received duly executed Notes complying with the provisions of Section 2.7. (e) All legal matters incident to this Agreement and the first Credit Event hereunder shall be reasonably satisfactory to the Banks and to the legal counsel for the Administrative Agent. (f) The Administrative Agent and each Bank shall have received (i) a copy of the certificate Certificate or articles Articles of incorporation (or other similar formation document)Incorporation, including all amendments thereto, of each Loan PartyBorrower, certified as of a recent date by the Secretary of State (or equivalent) of the state of its Borrower's organization, and a certificate from such Secretary of legal existence andState as of a recent date, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of Statethe Borrower; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws (or equivalent) Laws of such Loan Party the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the next clause (B) belowof this sentence, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in and the case of the Borrower, the borrowings Credit Events hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate Certificate or articles Articles of incorporation Incorporation of such Loan Party the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (cg) The Administrative Agent shall have received (i) a certificate, dated the Closing Date and signed on behalf of the Borrower by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 4.1, and (ii) a Quarterly Certificate as of the end of the prior fiscal quarter dated the Closing Date and signed on behalf of the Borrower by a Financial Officer of the Borrower. (h) The Administrative Agent shall have received all amounts due and payable hereunder or under the other Loan Documents on or prior to the Closing Date.

First Credit Event. On As conditions precedent to the Closing Datefirst Credit Event hereunder: (a1) The Administrative Agent Company shall have receiveddelivered or shall have had delivered to the Agent, in form and substance satisfactory to the Agent and its counsel, each of the following (with sufficient copies for each of the Lenders) and duly executed and certified as required: (i) This Agreement; (ii) A Security Agreement and Guaranties substantially in the forms of Exhibits A and B to this Agreement; (iii) Such Supplemental Collateral Documents as may be requested of the Company and the Existing Medical Guarantors by the Agent; (iv) Such UCC searches showing the filing and priority of all UCC filings made on behalf of itself, the Agent for the benefit of the Lenders and in connection with the Issuing Bank, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially Existing Credit Agreement subject only to the effect set forth security interests in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially liens acceptable to the effect set forth Agent in Exhibit F-2its sole and absolute discretion; (v) Certified copies of resolutions of the Board of Directors of the Company, in each case (A) dated of the Closing Date, (B) addressed to Existing Medical Guarantors and each of the Issuing Bank, Existing Foreign Subsidiaries approving the Administrative Agent execution and the Lenders, and (C) covering such other matters relating to delivery of the Loan Documents to which such Person is party, the performance of the Obligations and the Transactions as consummation of the Administrative Agent shall reasonably request, and Holdings and transactions contemplated by the Borrower hereby request such counsel to deliver such opinions.Loan Documents; (bvi) The Administrative Agent shall have received (i) a copy A certificate of the certificate Secretary or articles an Assistant Secretary of incorporation (or other similar formation document), including all amendments thereto, the Company and of each of the Existing Medical Guarantors certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Loan Party, certified Documents to which such Person is party; (vii) Certificates of good standing as of a recent date for the Company and each of the Guarantors from the Secretaries of State of California and each State in which such Person is incorporated or does business; (viii) A certificate of a Responsible Financial Officer of the Company in the form of that attached hereto as Exhibit C to this Agreement dated as of the Effective Date; (ix) Such opinions of counsel to the Company and the Guarantors as the Agent may request; (x) Such Stock certificates and Stock powers not previously delivered to the Agent as are required pursuant to the Existing Security Agreement, as amended and reaffirmed hereby and by the Secretary of State other Loan Documents; (or equivalentxi) of Compliance Certificates, as defined in the state of its organizationExisting Credit Agreement and the Non- Medical Group Credit Agreement, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party prepared as of a recent datedate acceptable to the Agent and, from such Secretary of State; (ii) a certificate in the case of the Secretary or Assistant Secretary Non- Medical Group Credit Agreement, on a pro forma basis as of each Loan Party dated March 31, 2006; (xii) Consolidated and consolidating financial statements for the Closing Date Company as of December 31, 2005 and certifying March 31, 2006, all prepared and presented in a form and being in substance satisfactory to Agent and the Lenders; and (Axiii) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior Evidence satisfactory to the date Agent that concurrently with the effectiveness of this Agreement the resolutions described Non-Medical Group Credit Agreement shall also have become effective. (2) The Company shall have paid to the Agent such fees and other amounts as may have been separately agreed upon in clause a fee letter between the Company and the Agent. (B3) belowAll acts and conditions (including, (Bwithout limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) that attached thereto is a true required to be done and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to which such person is a party andconstitute the same legal, valid and binding obligations, enforceable in the case of the Borroweraccordance with their respective terms, the borrowings hereunder, shall have been done and that such resolutions performed and shall have not been modified, rescinded or amended happened in due and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) abovestrict compliance with all applicable laws. (c4) The Administrative All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Loan Documents shall be satisfactory in form and substance to the Agent and its counsel. If the Effective Date shall not have received occurred and the first Credit Event consummated on or before July 19, 2006, as a certificate, dated the Closing Date and signed by a Responsible Officer result of the Borrower, confirming compliance with failure of the conditions precedent thereto set forth in paragraph (n) of this Section 4.02 as above to have been met to the satisfaction of the Closing DateAgent or otherwise, then this Credit Agreement and any right of the Company to receive credit hereunder shall automatically terminate and be of no further force or effect and the Agent and the Lenders shall be entitled to exercise all rights, powers and remedies available to them under the Existing Credit Agreement. Notwithstanding the foregoing, it is expressly acknowledged and agreed by the Agent and the Lenders that the conditions precedent described on Schedule 8(a) may not be satisfied on or prior to July 19, 2006 as required by this Paragraph 8(a) but may be satisfied as specified in Schedule 8(a).

First Credit Event. On the Closing Second Restatement Effective Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings, each Borrower, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic means transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the each Issuing Bank, a favorable written opinion of (i) Weil▇▇▇▇, Gotshal & Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2, in each case Loan Parties (A) dated the Closing Second Restatement Effective Date, (B) addressed to the each Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (bc) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Second Restatement Effective Date and certifying: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership, certificate of formation or other similar formation document)equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate or (2) otherwise certified by the Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of each such jurisdiction) of such Loan Party as of a recent date, date from such Secretary of State; State (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying other similar official), (Aiii) that attached thereto is a true and complete copy of the by-laws (or equivalentpartnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Second Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (Biv) below, , (Biv) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Second Restatement Effective Date to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown effect on the certificate of legal existence or good standing Second Restatement Effective Date, (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (Dv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (iiivi) a certificate of another officer as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing liquidation of such Loan Party or, to the certificate pursuant to clause (ii) aboveknowledge of such person, threatening the existence of such Loan Party. (cd) The Administrative Agent shall have received a certificatecompleted Perfection Certificate, dated the Closing Second Restatement Effective Date and signed by a Responsible Officer of Holdings and the BorrowerBorrowers, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released. (e) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Borrowers confirming the solvency of Borrowers and their Subsidiaries on a consolidated basis after giving effect to the Transactions on the Second Restatement Effective Date. (f) The Administrative Agent shall have received insurance certificates (excluding any title insurance policies, which shall be delivered in accordance with Schedule 5.10) satisfying the requirements of Section 5.02 of the Agreement. (g) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Second Restatement Effective Date (including pursuant to the Engagement Letter and the Fee Letter through to the Second Restated Effective Date) and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Second Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (h) Except as set forth in Schedule 5.10 (which, for the avoidance of doubt, shall replace clauses (f), (g) and (h) of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02) and subject to the grace periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Second Restatement Effective Date. For purposes of determining compliance with the conditions precedent set forth specified in paragraph (n) of this Section 4.02 as 4.02, each Lender 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 the Lenders unless an officer of the Closing DateAdministrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Second Restatement Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On The closing of this Agreement and the Closing Dateinitial Credit Event hereunder (and the obligations of the Lenders, as applicable, in respect thereof) shall be subject to satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party either (i) a counterpart of this Agreement and each of the other Loan Documents signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and each of the Loan Documents; (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, and the Issuing BankLenders, a the favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Holdings the Loan Parties in form and the Borrower, substantially substance satisfactory to the effect set forth in Exhibit F-1 Administrative Agent and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially opinions of local counsel to the effect set forth Loan Parties as the Administrative Agent may request, each in Exhibit F-2form and substance satisfactory to the Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Issuing BankAdministrative Agent, the Administrative Agent Collateral Agent, and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions IPO as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions.; (bc) The Administrative Agent shall have received with respect to the Borrower and each other Loan Party (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, Organizational Documents certified to be true and complete as of a recent date by the Secretary of State (or equivalent) appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where applicable, and certified by a certificate Secretary or Assistant Secretary of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party to be true and complete as of a recent date, from such Secretary of Statethe Closing Date; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (limited liability company agreement or equivalent) of such Loan Party equivalent governing document, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or other governing body of such Loan Party (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation organization or formation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (d) The Administrative Agent and the Collateral Agent shall have received, on or before the Closing Date all documents and instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested by the Agents (to the extent required by the Guarantee and Collateral Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Agents for such filing, registration, publication or recordation shall have been made; provided that to the extent any Lien on Collateral (other than the pledge and perfection of security interests in Equity Interests of Domestic Subsidiaries of Borrower (to the extent required hereunder and under the Guarantee and Collateral Agreement) including by delivery of any stock or unit certificates, if any, and other assets with respect to which a Lien may be perfected by the filing of a Uniform Commercial Code financing statement) is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the delivery of such Security Document and other documents and instruments shall not constitute a condition precedent to the availability of the Revolving Loans on the Closing Date and such documents and instruments shall be delivered pursuant to the terms of Section 5.15 hereunder; (e) The Administrative Agent shall have received certified copies of the Related Documents, duly executed by the parties thereto; (f) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.; (g) Prior to or substantially simultaneously with the Closing Date, the IPO shall have been consummated; (h) The Administrative Agent shall have received (i) the unqualified audited consolidated financial statements of Parent (or its predecessor) and its Subsidiaries for the fiscals year ended December 31, 2012, December 31, 2011 and December 31, 2010, (ii) and unaudited consolidated and consolidating balance sheets of the Parent (or its predecessor) and its Subsidiaries dated June 30, 2013, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date that (I) were prepared in all material respects in accordance with GAAP applied on a consistent basis and (II) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (I) and (II), to the absence of footnotes and to normal year-end audit adjustments. (ci) The Administrative Agent shall have received financial projections of the Parent and its Subsidiaries through the fifth year following the Closing Date which will be prepared on a basis consistent with the financial projections of the Parent and its Subsidiaries delivered to the Arrangers prior to the delivery of the Mandate Letter; (j) The Administrative Agent shall have received a certificate, dated Solvency Certificate from a Responsible Officer of the Borrower (after giving effect to the transactions to occur on the Closing Date and Date) substantially in the form attached hereto as Exhibit L; (k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, confirming compliance with Borrower as to the conditions precedent matters set forth in paragraph clause (nb) and (c) of Section 4.01 and clauses (g) and (o) of this Section 4.02 as 4.02; (l) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, at least five (5) Business Days prior to the Closing Date that has been reasonably requested by any Lender at least ten (10) days in advance of the Closing Date; (m) The Arrangers and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date (which, in the case of Fees for the account of the Lenders, the Administrative Agent shall promptly pay to the Lenders), including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document (including fees and expenses of counsel to the Administrative Agent and fees of the local counsel hired by the Administrative Agent); and (n) The Administrative Agent shall have received pro forma calculation of the Total Leverage Ratio as of the fiscal quarter ended June 30, 2013 giving pro forma effect to (a) the Application of IPO Proceeds and any repayments of Indebtedness made with the proceeds of the Borrowings under this Agreement and (b) any Borrowings under this Agreement made on the Closing Date as if made on the last day of such period and still outstanding on the last day of such period; (o) All consents of any Governmental Authority and all equity holder and board of directors (or comparable entity management body) authorizations shall have been obtained and shall be in full force and effect, including, but not limited to, any required by regulatory authorities. (p) Super Parent and one or more of its subsidiaries shall have satisfied (or substantially simultaneously with the Closing Date shall satisfy) the Closing Date Availability Requirements. (q) The Administrative Agent shall have received an overview letter, in form and substance satisfactory to the Administrative Agent, from ▇▇▇▇▇▇ ▇▇▇▇▇ and Company with respect to the pending Appraisal Report to be delivered to the Administrative Agent pursuant to Section 5.15(c); (r) The Collateral Agent shall have received (i) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and (ii) insurance certificates naming the Collateral Agent as loss payee or as an additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and which is otherwise reasonably satisfactory to the Agents; (s) The Administrative Agent shall have received all existing Phase I environmental assessments which have been previously conducted or other reports, in each case to the extent in the possession of the Parent or to the extent existing, Phase II environmental assessments and the Administrative Agent shall be reasonably satisfied with the condition of the properties of the Parent and its subsidiaries with respect to the Parent’s and its subsidiaries’ (or their respective predecessors’) compliance with environmental laws; (t) The Administrative Agent shall have received evidence that all amounts due and outstanding in respect of the Existing Credit Agreement of the Borrower shall have been (or substantially simultaneously with the Closing Date shall be) paid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall have been discharged and released; (u) Since December 31, 2012 there shall not have occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. The execution by each Lender of this Agreement shall be deemed to be confirmation by such Lender that any condition relating to such Lender’s satisfaction or reasonable satisfaction with any documentation set forth in this Section 4.02 has been satisfied as to such Lender.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 H-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(d), substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the secretary of state (or other similar official) of the jurisdiction of its organization, (B) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (C) below, (C) that attached thereto is a true and complete copy of a certificate as to the good standing of each Loan Party as of a recent date, from such secretary of state (or other similar official), (D) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BE) below, (BE) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors of such Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, effect and (DF) as to the incumbency and specimen signature of each officer executing this Agreement and any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary executing the certificate pursuant to clause (iii) above; and (iii) such other documents as the Lenders or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The Lenders shall have received the financial statements and opinion referred to in Section 3.05 (which shall not demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders). (f) The Administrative Agent shall have received prior to the Closing Date (i) lien and encumbrance searches, in form and substance satisfactory to the Administrative Agent, from the applicable county and parish real property records with regard to those Oil and Gas Properties in respect of which the Administrative Agent has requested title opinions the scope of which would satisfy the requirements set forth in Section 5.09(b) and (ii) an annual Reserve Report (as described in the definition of such term) for the fiscal year ended December 31, 2007. (g) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Borrower and the other Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and the other Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect on the Closing Date (or on such date as the Borrower and Collateral Agent shall reasonably agree), (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) the Collateral Agent shall have received on the Closing Date (or on such date as the Borrower and Collateral Agent shall reasonably agree) such other documents, surveys, abstracts, appraisals and legal opinions (without duplication of the title opinions delivered under paragraph (f) above) required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or Preferred Equity Interests other than (i) Indebtedness outstanding under this Agreement and (ii) Indebtedness set forth on Schedule 6.01. (m) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. (n) of this Section 4.02 as All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (p) The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that (i) the Borrower and the Subsidiaries are qualified under all applicable laws, rules and regulations (including, without limitation, the regulations of the Closing DateMinerals Management Service and any applicable state regulatory agency or other governmental authority) to own and operate the Oil and Gas Properties, rights of way, and other rights of the Borrower and the Subsidiaries issued by the Minerals Management Service and any applicable state or other governmental authority located in the Outer Continental Shelf or in state waters; and (ii) the Borrower and the Subsidiaries are in compliance with all bonding requirements for ownership and operation of such properties.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a the favorable written opinion opinions of (i) Weil, Gotshal & Dani▇▇ ▇. ▇▇▇▇▇▇ LLP, counsel for ▇▇q., General Counsel of Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 H-1 and (ii) Dechert, Price & Rhoa▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ LLPecial counsel to Holdings and the Borrower, substantially to the effect set forth in Exhibit F-2H-2, in each case (Ax) dated the Closing Date, (By) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (Cz) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Borrower and the Subsidiaries shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent, other than the capital stock of the subsidiaries listed on Schedule 4.01 hereto, which shall be pledged to the Collateral Agent as soon as practicable (but no later than 60 days) after the Closing Date, by execution of a supplement to the Pledge Agreement; provided that to the extent to do so would cause adverse tax consequences to the Borrower, (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge the capital stock of any of its subsidiaries. (g) All principal, interest, fees and other amounts outstanding or due under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees thereof and security therefor released and discharged, and the Administrative Agent shall have received satisfactory evidence of the foregoing. (h) Each of the Parent Guarantee Agreement, the Subsidiary Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Arnold & ▇▇▇▇▇▇ LLPPorter, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ subst▇▇▇▇▇▇ly ▇▇ LLP, substantially to the ▇▇▇ effect set forth in Exhibit F-2, in each case I-1 (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinionsopinion. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cleary, Gottlieb, Steen & Hamilton, counsel for the Administrativ▇ ▇▇▇nt. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each institutional Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or Cleary, Gottlieb, Steen & Hamilton, counsel for the Administrative ▇▇▇▇t, ▇▇▇ ▇▇▇▇onably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of the Subsidiaries shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (g) The Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders itself and the Issuing BankLenders, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 G-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach counsel listed on Schedule 4.02(b), substantially to the effect set forth in Exhibit F-2G-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the . The Borrower hereby request requests such counsel to deliver such opinions. (bc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) bylaws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance as of the Closing Date with the conditions precedent set forth in paragraph Sections 4.01(b), 4.01(c), 4.02(k)(iii), (iv) and (v), 4.02(l), 4.02(m), 4.02(o)(ii), 4.02(p), 4.02(r) and 4.02(s). (e) After giving effect to the Transactions occurring on the Closing Date, the Borrower and the Subsidiaries shall have outstanding no Indebtedness for borrowed money or preferred stock other than (i) Indebtedness under the Loan Documents, (ii) the Convertible Notes, (iii) the Revolving Indebtedness and (iv) other Indebtedness permitted under Section 6.01 (other than clause (m) thereof). (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all fees and out-of-pocket expenses (including fees, charges and disbursements of outside counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document or under the Fee Letter. (g) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (h) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Except as otherwise agreed by the Collateral Agent pursuant to a letter regarding post-closing matters (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties, shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or delivered to a nationally recognized title company to be so recorded) and (iv) the Collateral Agent shall have a local opinion of counsel to the Borrower with respect to the enforceability and perfection of the applicable Mortgages and any related fixture filings (or in the event a Subsidiary of the Borrower is the mortgagor, to such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent. (j) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and an insurance broker’s letter with respect to, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (i) The definitive documents filed with the SEC with respect to the commencement of the Tender Offer shall have been provided to the Administrative Agent prior to the Closing Date (or, in the case of any amendments, supplements or other modifications that were subsequently filed, prior to the filing thereof), and the terms and conditions thereof and documentation relating thereto (the “Tender Offer Documentation”) shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that the Tender Offer Documentation provided to the Joint Arrangers dated September 12, 2008, as extended on October 13, 2008 and as further extended on November 24, 2008 and as amended to reflect the changes thereto set forth in the Merger Agreement as in effect on the Closing Date is in form and substance satisfactory to the Administrative Agent) and shall be in full force and effect, (ii) the Tender Offer Documentation shall not have been altered, amended or otherwise changed or supplemented, in each case in any respect that could reasonably be expected to be materially adverse to the rights or interests of the Administrative Agent or the Lenders or the ability of the Joint Arrangers to syndicate the Term Facility, and no condition thereto shall have been waived, altered, amended or otherwise changed or supplemented, in each case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), (iii) all material aspects of the Tender Offer shall have been consummated in accordance with applicable laws and the description thereof in the Tender Offer Documentation, (iv) the offer price in the Tender Offer shall not exceed $37.00 per Share, and (v) Merger Sub shall have accepted for payment, pursuant to the Tender Offer, a number of Shares (x) equal to at least a majority of the total number of Shares outstanding and (y) representing at least a majority of the combined voting power of all equity securities of the Target, in each case on a fully diluted basis (the “Minimum Acceptance Condition”). (l) The Borrower shall have paid Acquisition Consideration from cash and cash equivalents on hand (and not from the proceeds of the Loans, the loans under the Revolving Loan Credit Agreement or any other Indebtedness) in an amount not less than the greater of (i) $1,000,000,000 and (ii) the amount necessary to purchase Shares in an amount sufficient to satisfy the Minimum Acceptance Condition. (m) All shareholder rights plans, “poison pill” or any similar plans or charter or bylaw provisions and all anti-takeover or similar statutes, including Section 203 of the Delaware General Corporations Law, are or will be invalid or inapplicable to the acquisition of Shares pursuant to the Transactions and to the Borrower, the Target, Merger Sub and their Affiliates. (n) The Administrative Agent shall have received copies of this the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (o) (i) The Lenders shall have received the financial statements and opinions referred to in Section 4.02 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower or the Target, as applicable, from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders (it being agreed that the financial statements provided to the Joint Arrangers prior to November 23, 2008 are satisfactory) and (ii) there shall have been no material change to the capital stock of the Borrower or the Target since November 23, 2008. (p) The Joint Arrangers shall be satisfied, in their reasonable judgment, that the Borrower’s Consolidated EBITDA for the four-fiscal quarter period ended at least 30 days prior to the Closing Date (excluding Consolidated EBITDA of the Target and its subsidiaries) shall not be less than $500,000,000. (q) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (r) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required (except to the extent such approvals or consents are not material to the Transactions or the other transactions contemplated hereby), all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. Without limiting the foregoing, the waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act 1976 (as amended, the “HSR Act”) shall have expired or have been terminated. (s) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower shall have received a public corporate credit rating of B+ or higher by S&P and a public corporate family rating of B1 or higher by ▇▇▇▇▇’▇, in each case as of the Closing Date and after giving effect to the Transactions. (t) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (u) The Administrative Agent shall have received a fully executed copy of Amendment No. 1 to the Revolving Loan Credit Agreement, which agreement as so amended shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood that Amendment No. 1, including the Exhibits thereto, as in effect on December 5, 2008 is acceptable to the Administrative Agent). The Revolving Loan Credit Agreement as amended by Amendment No. 1 thereto shall be in full force and effect on the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially special counsel for the Borrower and the Subsidiary Loan Parties, in form and substance reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent and (ii) local counsel (including United Kingdom) to the Subsidiary Loan Parties reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Issuing BankClosing Date, the Administrative Agent and the Lenders, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (bc) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (incorporation, certificate of limited partnership or other similar formation document)certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official) or (B) in the case of a limited partnership or limited liability company, certified by the secretary or assistant secretary of each such Loan Party; (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person 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, effect on the Closing Date, (C) that the certificate or articles of incorporation incorporation, certificate of limited partnership or certificate of formation of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and , and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (cd) The Collateral and Guarantee Requirement shall have been satisfied (except as to those matters that are Post-Closing Items) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code, tax and judgment lien filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released and, with respect to all Uniform Commercial Code financing statements required to be filed pursuant to the Loan Documents, the Administrative Agent shall have received evidence satisfactory to it that the Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof. (e) The Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the terms and conditions of the Acquisition as set forth in the Acquisition Agreement, without material amendment, modification or waiver thereof which is materially adverse to the Lenders without the prior written consent of the Joint Lead Arrangers. (f) The Lenders shall have received the financial statements referred to in Section 3.05. (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit E and signed by the Chief Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions on the Closing Date. (h) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp and U.S. local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (i) The Agents shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act (as defined in Section 9.19). (j) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph Section 4.01(b) and (nc). (k) After giving effect to the Transactions and the other transactions contemplated hereby, neither Borrower nor any of its Subsidiaries, including CipherTrust, shall have outstanding any Indebtedness, including principal, interest, fees and any other amounts outstanding, other than (i) the Facilities and credit extensions hereunder and (ii) other Indebtedness on Schedule 4.02(k). Each Agent and each Lender, by delivering its signature page to this Section 4.02 Agreement and funding a Loan on the Closing Date shall be deemed to have acknowledged receipt of and consented to and approved each Loan Document and each other document required to be approved by any Agent or Lender, as of applicable, on the Closing Date.

First Credit Event. On The obligation of each Lender in respect of the Closing Datefirst Credit Event is subject to the following additional conditions precedent: (a) The Administrative Agent Lenders shall have received, on behalf of itself, received the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings the Borrower and each of the BorrowerGuarantors, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, Lenders and satisfactory to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsits counsel. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)constitutive documents, including all amendments theretoin each case as amended, of the Borrower and each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, Guarantors and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party such Person from the Secretary of State or other appropriate official of the state of such Person's organization, in each case dated as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Loan Party of the Guarantors, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party its bylaws as in effect on the Closing Date date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly a resolution adopted by the its Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Credit Documents to which such person it is a party and, in the case of the Borrower, the borrowings hereunderparty, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the its certificate or articles of incorporation of such Loan Party or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of its officers executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Partythe Credit Documents to which it is a party; and (iii) a certificate of another officer of its officers as to the incumbency and specimen signature of its Secretary; and (iv) such other documents as the Secretary Agent, the Agent's legal counsel or Assistant Secretary executing the certificate pursuant to clause (ii) aboveany Lender may reasonably request. (c) The Administrative Agent shall have received a certificatecertificates, dated the Closing Date and the date of the first Credit Event and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01 hereof and the conditions set forth in this Section 4.02, which certificate shall include a schedule with calculations demonstrating the Borrower's compliance with the covenants contained in Sections 6.07, 6.08, 6.09, and 6.10 hereof as of the most recent accounting period for which financial statements would be required hereunder. (d) Each Lender requesting the same shall have received its Revolving Credit Note and its Seasonal Revolving Credit Note duly executed by the Borrower payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent and the Lenders shall have received and determined to be in form and substance satisfactory to them (i) copies of the financial statements described in Section 3.07 hereof; and (ii) the Agent shall be satisfied that the American Capital Transactions and the Credit Transactions are in compliance with all applicable laws and regulations. (f) The Agent and the Administrative Agent shall have received evidence, in form and substance satisfactory to the Agent and the Administrative Agent, that the Administrative Agent has valid and first priority security interests in and Liens upon the Collateral and any other property which is intended to be security for the Obligations in accordance with the terms of the Security Documents, subject only to Permitted Liens. (g) The Agent shall have received, in form and substance satisfactory to the Agent and the Administrative Agent, all consents, waivers, acknowledgments and other agreements from third Persons which the Agent or the Administrative Agent may deem necessary or desirable in order to permit, protect and perfect the Administrative Agent's security interests in and Liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Credit Documents. (h) The Agent shall have received Borrower's Form 10-K filed with the Securities Exchange Commission for the period ending June 30, 2002 and Borrower's Form 10-Q filed with the Securities and Exchange Commission for the periods ending September 30, 2002 and December 31, 2002. (i) The Lenders, the Agent, and its counsel shall have received all fees required to be paid by the Borrower, and payment in full of all expenses for which the Borrower is liable and for which invoices have been presented. (j) All governmental and third party approvals necessary or advisable in connection with the financing contemplated hereby and by the American Capital Notes and the continuing operations of the Borrower and its Subsidiaries shall have been obtained, and delivered to Agent and be in full force and effect, to the extent that a failure to obtain the same could reasonably be expected to have a Material Adverse Effect; (k) The placement and funding of the American Capital Notes shall have occurred concurrently with the execution and delivery of the Credit Documents. (l) The Credit Documents and all instruments and documents hereunder and thereunder shall have been duly executed by the parties thereto and delivered to the Agent, in form and substance satisfactory to the Agent and the Administrative Agent. (m) Agent shall have received copies of the American Capital Agreement and the American Capital Notes, executed and delivered by all parties thereto. (n) (i) Travelers shall have released all Liens which encumber Collateral that run in its favor (or included such provisions in the Intercreditor Agreement), which were granted under the Money Order Agreement, and all existing financing statements which relate to such Liens shall have been terminated and (ii) all other Liens encumbering the Collateral, other than Permitted Liens, shall have been released and all existing financing statements which relate to such Liens shall have been terminated. (o) The Borrower and certain of this Section 4.02 as its Subsidiaries other than ACE Funding shall have duly executed and delivered to the Administrative Agent a Stock Pledge Agreement pledging the stock of each direct and indirect Subsidiary of the Closing DateBorrower (other than ACE Funding). (p) The Agent shall have received the Collateral Agency Agreement, duly executed by the Borrower, Travelers, American Capital Agent, and the Collateral Agent. (q) The Agent shall have received the Intercreditor Agreement, duly executed by the Borrower, Travelers, and American Capital Agent. (r) The Agent and the Lenders shall be satisfied that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Borrower or any of its Subsidiaries or any of their respective businesses, assets or rights which would materially and adversely affect any of the Credit Transactions or the American Capital Transactions. (s) Borrower shall have used its best efforts to cause all financial institutions at which Borrower's and its Subsidiaries' (other than ACE Funding) deposits are maintained to have executed and delivered a Letter Agreement substantially in the form of Exhibit F-1 or F-2 attached hereto, and Agent shall be satisfied that a sufficient number of such financial institutions have executed and delivered such a Letter Agreement. (t) Borrower shall have used its best efforts to cause all armored couriers which transport cash and checks for the Borrower and its Subsidiaries (other than ACE Funding) to have executed and delivered a Letter Agreement substantially in the form of Exhibit G attached hereto, and Agent shall be satisfied that a sufficient number of such. armored couriers have executed and delivered such a Letter Agreement. (u) The Borrower and its Subsidiaries (other than ACE Funding) shall have delivered to the Agent a Borrowing Base Report and a certificate of a Responsible Officer of the Borrower certifying: (i) the account number of each deposit account in which such Persons maintain deposits; (ii) the correct legal name of each financial institution which maintains each such deposit account; (iii) whether each such financial institution has executed a Letter Agreement; (iv) the name of each armored courier which transports cash and checks for such Persons; and (v) whether such armored courier has executed a Letter Agreement. (v) The Agent shall have received the Global Assignment and Assumption, duly executed by each party thereto. (w) The Agent shall have received evidence that the Senior Secured Notes shall have been (i) paid in full or (ii) defeased in full. (x) All other legal matters in connection with the Credit Transactions and the American Capital Transactions shall be satisfactory to the Agent, the Lenders and their respective legal counsel. (y) The Agent shall have received such other documents as the Administrative Agent, the Agent, or the Agent's legal counsel shall reasonably deem necessary.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal Fulbright & ▇▇▇▇▇▇▇▇ LLPL.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case G (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or certificate, articles of incorporation (or other similar formation constitutive document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying certifying, to the extent applicable to such Loan Party, (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board board of Directors directors or managers, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or certificate, articles of incorporation incorporation, operating agreement or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (j) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Series A Preferred Stock and Series B Preferred Stock of Holdings and any other preferred stock issued on the same terms as the Series A Preferred Stock or Series B Preferred Stock of Holdings outstanding immediately prior the Closing Date and (c) Indebtedness set forth on Schedule 6.01. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower or any of the Subsidiaries from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (l) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings, certifying that each of the Loan Parties, after giving effect to the Transactions to occur on the Closing Date, is solvent. (m) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (n) of this Section 4.02 as of The Lenders shall have received, to the Closing Dateextent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Credit Event. On the Closing Restatement Effective Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the BorrowerPolypore, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case E (A) dated the Closing Restatement Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Polypore hereby request such counsel to deliver such opinionsopinion. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerPolypore, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Restatement Effective Date and signed by a Responsible Financial Officer of the BorrowerPolypore, confirming compliance with the conditions precedent set forth in paragraph Sections 4.1(b) and (nc). (d) The Administrative Agent and the Syndication Agents shall have received all Fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Polypore hereunder or under any other Loan Document. (e) The Guarantee and Collateral Agreement shall have been duly executed by each Loan Party. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents. (f) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Restatement Effective Date and duly executed by a Responsible Officer of Polypore, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of this Section 4.02 formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the Closing financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.2 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent on behalf of the Secured Parties as additional insured, in form and substance satisfactory to the Administrative Agent. (h) All amounts owing under the Existing Credit Agreement shall have been paid in full. (i) The Lenders shall have received the financial statements and opinion referred to in Section 3.5. (j) All requisite Governmental Authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. All requisite third party consents necessary for the consummation of the Transactions shall have been obtained except for those third party consents where the failure to so obtain such consents would not have a Material Adverse Effect. (k) The Administrative Agent shall have received a solvency certificate from the chief financial officer of Polypore documenting the solvency of Polypore and its Subsidiaries after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent. (l) The Lenders shall have received all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, at least five Business Days prior to the Restatement Effective Date.

First Credit Event. On Each Lender shall make the Credit Extension to be made by it on the Closing DateDate subject only to the following conditions precedent, unless otherwise waived by the Arrangers in their sole discretion: (a) This Agreement shall have been duly executed and delivered by the Borrower and each Guarantor. (b) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the Issuing Bankeach L/C Issuer, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially to special counsel for the effect set forth in Exhibit F-2Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(c), in each case (A) case, dated the Closing Date, (B) Date and addressed to the Issuing Bankeach L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionssubstance customary for senior secured credit facilities in transactions of this kind. (bd) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State; State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of Borrower, Holdings and each other Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board member (or equivalent governing body) of Directors of the Borrower or such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person 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, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; Party and (iii) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer, Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (ci) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer (x) results of searches of the BorrowerUniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, confirming compliance made with respect to the conditions precedent set forth Loan Parties in paragraph the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (nin the case of clause (y)) of this Section 4.02 as copies of the Closing Datefinancing statements (or similar documents) disclosed by such search and (ii) the Security Agreement and the Holdings Pledge Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Equity Interests of the Borrower and the Domestic Subsidiaries accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement.

First Credit Event. On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) WeilPaul, Gotshal Weiss, Rifkind, Wharton & Garrison, counsel for Holdings ▇nd the Borrower, s▇▇▇▇▇▇▇ial▇▇ LLP, counsel for Holdings and the Borrower, substantially to the ▇▇ ▇▇e effect set forth in Exhibit F-1 and (ii) Faegre & Benson, local counsel for the Borrower, substantially to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect t set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person 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, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (nb) and (c) of this Section 4.02 as of 4.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto, and shall be in full force and effect on the Closing Date, and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first priority Lien on, and security interest in, the Collateral (subject to any Liens expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. The Pledged Collateral (as defined in the Guarantee and Collateral Agreement) shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent for the benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. (h) The Borrower shall have received gross cash proceeds of not less than $220,000,000 from the issuance of the New Subordinated Notes. The Administrative Agent shall have received copies of the New Subordinated Note Documents, certified by a Financial Officer as being complete and correct. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been, or simultaneously with the initial Credit Event on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (j) The Existing Notes Redemption shall have occurred or shall occur simultaneously with the initial Credit Event on the Closing Date in accordance with the Existing Notes Redemption Agreement, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (k) The Lenders shall have received a certificate substantially in the form of Exhibit G from the chief financial officer of the Borrower to the effect that, after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries, taken as a whole, will not (i) be insolvent, (ii) be rendered insolvent by the Indebtedness incurred in connection therewith, (iii) be left with unreasonably small capital with which to engage in its business or (iv) have incurred debts beyond its ability to pay such debts as they mature. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, in each case to the extent failure to obtain such approval or consent will or is reasonably likely to have a Material Adverse Effect, and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Issuing BankClosing Date, a favorable written opinion of (i) Weil, Gotshal O’Melveny & ▇▇▇▇▇▇ LLP, special counsel for Holdings Holdings, the Borrower and the Borrowerother Loan Parties, substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit F-1 Administrative Agent, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially local U.S. and foreign counsel reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent as specified on Schedule 4.02(b), in each case (Aa) dated the Closing Date, (Bb) addressed to each Issuing Bank on the Issuing BankClosing Date, the Administrative Agent and the Lenders, Lenders and (Cc) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings each of Holdings, the Borrower and the Borrower other Loan Parties hereby request such instructs its counsel to deliver such opinions. (bc) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Closing Date. (d) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (or formation, limited liability agreement, partnership agreement or other similar formation document)constituent or governing documents, including all amendments thereto, of each Loan Party, (a) if applicable in such jurisdiction, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official), and (b) otherwise, (i) certified by the Secretary or Assistant Secretary of each such Loan Party or other person duly authorized by the constituent documents of such Loan Party or (ii) otherwise in form and substance reasonably satisfactory to the Administrative Agent; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by the constituent documents of such Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited liability company agreement, articles of association, partnership agreement or other equivalent constituent and governing Table of Contents documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, ; (B) that attached thereto is a true and complete copy of resolutions (or equivalentequivalent authorizing actions) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person 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, effect on the Closing Date; (C) that the certificate or articles of incorporation incorporation, by-laws, limited liability company agreement, articles of association, partnership agreement or other equivalent constituent and governing documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and ; (D) as to the incumbency and specimen signature of each officer or other duly authorized person executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate certification of another officer or other duly authorized person as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent on the Closing Date may reasonably request (including tax identification numbers and addresses). (ce) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the conditions precedent results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such filings (or similar documents) are permitted by Section 6.02 or have been released; provided, that, to the extent that it is not practicable (i) for the Foreign Subsidiaries set forth in paragraph on Schedule 4.02(e) to satisfy any of paragraphs (na) and/or (b) of this Section 4.02 as the Collateral and Guarantee Requirement, to the extent that Table of the Closing Date.Contents