Common use of First Credit Event Clause in Contracts

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 or e-mail 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 Collateral Agent, the L/C Issuer and the Lenders, a written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the L/C Issuer and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received with respect to each Loan Party, each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the Organization Documents of such Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party); (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organization 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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; and (iii) a certificate of a director or an 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. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parent, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 concurrently with the closing of the Transactions on the Closing Date. (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming the solvency of Parent 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, 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 Loan Document. (h) The Administrative Agent shall have received 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 (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

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 of the Borrowers, the L/C Issuer 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the Lenders and each L/C Issuer and the LendersIssuer, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the each L/C Issuer Issuer, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 BorrowerBorrowers, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parenteach Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of the Transactions on the Closing Date. under this Agreement, released (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming the solvency of Parent 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, 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 Loan Document. (h) The Administrative Agent shall have received 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 (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 arrangements reasonably 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 such Lender shall not have made available to the Administrative Agent for such Lender’s ratable portion of the initial Borrowingrelease shall have been made).

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 of Holdings, Intermediate Holdings, the Borrowers, 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral AgentLenders and each Issuing Bank, the L/C Issuer and the Lenders, (i) a written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , as New York and Delaware counsel for the Loan Parties and (ii) a written opinion of McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and (2) certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 BorrowerBorrowers, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower Representative, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement The Merger shall have been, been consummated or shall be consummated simultaneously or substantially concurrently with the initial borrowing hereunderclosing under this Agreement on the terms described in the Merger Agreement as in effect on November 26, repaid 2014, without giving effect to any amendment, waiver, consent or other modification thereof by Merger Parent or Merger Sub that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and all commitments thereunder terminatedagreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction of the purchase price is applied as follows: (x) 25% to reduce the Equity Financing and (y) 75% to reduce the amount of the Term Facility, any Senior Unsecured Notes and any Subordinated Unsecured Notes on a pro rata basis. (f) Prior to, simultaneously, or substantially concurrently with the closing under this Agreement, the Co-Investors shall have contributed an aggregate amount in the form of common equity or other Equity Interests on terms reasonably acceptable to the Administrative Agent to Holdings, consisting of at least $335,000,000 in the aggregate of cash equity and roll over of management equity (collectively, the “Equity Financing”). (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05. The Arrangers shall have received a pro forma consolidated balance sheet and a related pro forma consolidated statement of income of Holdings and its subsidiaries (based on the financial statements of the Company referred to in Section 3.05) 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 before the Closing Date, or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 90 days before 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 statement of income), which reflect adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, as amended, including adjustments customary payoff letter evidencing such repayment for Rule 144A transactions, it being understood that any purchase accounting adjustments may be preliminary in nature and terminationbe based only on estimates and allocations determined by the Borrowers. (fh) On the Closing Date, after giving effect to the Transactions, the Target Refinancing shall have been consummated and none of Holdings, the Borrowers or any of their subsidiaries shall have any third party debt for borrowed money other than (i) the Loans and other extensions of credit under this Agreement (including letters of credit), (ii) the Senior Unsecured Notes, (iii) the Subordinated Unsecured Notes, (iv) the obligations under that certain Third Amended and Restated Credit Agreement (as amended by that certain Acknowledgment and Consent, effective as of November 26, 2014, and as may be further amended, restated or otherwise modified (in each case, to the extent that after giving effect to such amendment, restatement or other modification, such facility constitutes an accounts payable or similar inventory financing facility) or replaced by one or more accounts payable or similar inventory financing facilities, from time to time, the “CPC Facility”), effective as of February 28, 2014, among Castle Pines Capital LLC, (“Castle Pines”) and Presidio Networked Solutions Group, LLC, (as successor to INX LLC and Bluewater Communications Group LLC) (the “Reseller”) (provided that, with respect to the CPC Facility, the CPC Intercreditor Agreement shall have been executed and delivered by Castle Pines, the Administrative Agent and Presidio Networked Solutions Group, LLC); provided that, for the avoidance of doubt, the CPC Facility does not constitute Indebtedness under this Agreement, (v) the AR Facility, (vi) other indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (including, for the avoidance of doubt, any such incurrence with respect to which Merger Parent is required to consent pursuant to the terms of the Merger Agreement) (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (vii) other indebtedness approved by the Arrangers in their reasonable discretion. (i) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by the Chief a Financial Officer of Parent the Company (or, at the Company’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing) confirming the solvency of Parent Holdings and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gj) The Agents shall have received all fees payable thereto or to any Arranger or 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 invoiced at least three Business Days prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan DocumentDocument on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (hk) 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” for the purposes 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. (l) The Administrative Agent shall have received at least three (3) 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 regulationsSection 3.25(a), including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (im) Except as contemplated by the Merger Agreement or as set forth on Schedule 3.22 thereto, since September 30, 2014, there has not been any event, change, occurrence or circumstances that has had a Company Material Adverse Effect, except for de minimis events, changes, occurrences or circumstances; provided, however, that this condition shall not apply to any event, change, occurrence or circumstances arising from or relating to the compliance by the parties to the Merger Agreement with their obligations under Section 5.3 of the Merger Agreement including Merger Parent (x) proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, divestiture, license, or disposition of operations, divisions, businesses, product lines or assets or (y) otherwise taking or committing to take actions that limit or could limit Merger Parent’s or its Affiliates’ operations (including, after the Closing (as defined in the Merger Agreement), Holdings’ and its Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of their respective operations, divisions, businesses, product lines or assets), to the extent required by Section 5.3 of the Merger Agreement. (n) The Borrowers shall have delivered to the Administrative Agent shall have received a certificate, certificate dated the Closing Date and signed by the Chief Financial Officer as of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events effect set forth in Section 4.01(b)(i) and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (iiSection 4.02(m) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects)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 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. Notwithstanding anything to the contrary, it is understood that to the extent any security interest in the intended Collateral or any deliverable (including those referred to in Section 4.02(d) and (k)) related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or possession of the equity certificates (if any) of the Borrowers or any Subsidiary that is a Domestic Subsidiary (to the extent, with respect to such Subsidiaries, such equity certificates are received from the Company on or prior to the Closing Date)) is not or cannot be provided and/or perfected on the Closing Date (1) without undue burden or expense or (2) after such Borrower has used commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Commitments on the Closing Date but, to the extent otherwise required hereunder, shall be delivered after the Closing Date in accordance with Section 5.12.

First Credit Event. On The obligations of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either of Holdings, the Borrower, the Subsidiary Loan Parties 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer itself and the Lenders, on the Closing Date, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) each local or foreign ▇▇▇▇▇ & Lardner LLP, special Michigan counsel specified on Schedule 4.02(b)for the Loan Parties, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Wisconsin counsel for the Loan Parties and (iv) O’Melveny & ▇▇▇▇▇ LLP, special California counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the L/C Issuer Agents and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) that attached thereto is a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (B) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents bylaws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (Cv) that the Organization Documents certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (Dvi) 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 andParty, (Evii) 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; and (iiiviii) a certificate of a director or an another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to this clause (ii) abovec). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax tax, judgment, United States Patent and judgment lien Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement The Administrative Agent shall have been, or shall be substantially concurrently with received the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the financial statements referred to in Section 3.05. (f) The Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief a Financial Officer of Parent confirming the Borrower certifying the solvency of Parent Holdings 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, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoicedinvoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, out-of-pocket charges and disbursements of ▇▇Ropes & ▇▇▇▇ LLP and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. In addition, the Borrower shall have paid to Ducera Partners LLC the Capital Advisory Fee on or prior to the Closing Date. (h) Except as set forth in Schedule 5.13 (which, for the avoidance of doubt, shall override the applicable clauses 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 Closing Date. (i) The Administrative Agent shall have received 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 Act, at least three (including 3) days prior to the Beneficial Ownership Regulation) that Closing Date to the extent such information has been requested not less than five (5) Business Days prior to the Closing Date. (ij) Since March 31, 2016, there shall not have occurred or there shall not exist any event, condition, circumstance or contingency that, individually or in the aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect. (k) Concurrently with or prior to the incurrence of Loans, the Borrower and the Subsidiaries shall have received commitments under the ABL Credit Agreement in a principal amount of at least $375.0 million, and the ABL Credit Agreement shall remain in effect. (l) All Indebtedness of Holdings, the Borrower and its Subsidiaries under the DIP ABL Credit Agreements shall have been repaid in full or shall be repaid substantially concurrently with the Closing Date, together with all fees and other amounts owing thereon (other than with respect to certain outstanding letters of credit that are treated as “Existing Letters of Credit” under the ABL Facility as in effect on the Closing Date), all commitments under the DIP ABL Credit Agreements shall have been terminated, the DIP Term Loan Agreement shall have been repaid or shall be repaid concurrently with the Closing Date in accordance with the Reorganization Plan, and the Administrative Agent shall have received reasonably satisfactory evidence of each of the foregoing. (m) The ABL Intercreditor Agreement shall have been executed and delivered by the respective parties thereto. (n) The Borrower shall have delivered to the Administrative Agent and the Lenders a certificate, dated as of the Closing Date, to the effect set forth in Section 4.01(b), 4.01(c), Section 4.02(j) and 4.02(p). (o) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) monthly projections for the Borrower and the subsidiaries for the 12-month period after the Closing Date, quarterly projections for the subsequent 12-month period and annual projections for the remainder of the term of this Agreement, in each case with respect to balance sheets, income statements, statements of cash flows, and (ii) a pro forma consolidated balance sheet and related pro forma consolidated statements, prepared as of July 13, 2016, after giving effect to the Transactions as if the Transactions had occurred as of such date. (p) After giving effect to the initial borrowing of loans and issuance (or deemed issuance) of letters of credit under the ABL Facility and Borrowings under the Term Facility and use of proceeds thereof, in each case on the Closing Date, both before Liquidity (determined only by reference to clauses (a) and after giving effect to (b) of the Credit Events and the other Transactions occurring on such date, no Default or Event of Default definition thereof) shall have occurred and be continuing; andat least $85.0 million. (iiq) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties The Reorganization Plan shall have been true confirmed by an order entered by the Bankruptcy Court in the Cases (the “Plan Confirmation Order”) in form and substance acceptable to the Lead Arrangers (it being understood and agreed that the order entered by the Bankruptcy Court on June 23, 2016 confirming the Reorganization Plan is in form and substance satisfactory to the Lead Arrangers and the Required Lenders). The Plan Confirmation Order shall have been entered after due and proper notice to all material respects on parties in interest and as shall be in full force and effect, shall not be stayed, and shall have become a Final Order. The Effective Date shall occur concurrently with the effectiveness of such earlier date this Agreement, and all conditions precedent set forth in the Reorganization Plan shall have been satisfied and not waived (provided that representations and warranties other than any conditions precedent that are qualified waived in accordance with the terms of the Reorganization Plan so long as any such waiver does not adversely affect the rights and interest of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by materiality the Lead Arrangers) unless the Lead Arrangers have so consented in writing). All documents and agreements relating to the Reorganization Plan or the consummation thereof (including, without limitation, the Plan Supplement (as defined in the Reorganization Plan)) (collectively, the “Plan Documents”) shall be true in form and correct substance reasonably satisfactory to the Lead Arrangers in all respects, and no provision of the Reorganization Plan or any Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is materially adverse to the rights and interest of any or all of the Lead Arrangers, the Agents and the Lenders and their respective affiliates (as determined in good faith by the Lead Arrangers) unless the Lead Arrangers have so consented in writing. (r) The Bankruptcy Court shall have entered an order, in form and substance acceptable to the Lead Arrangers, which order is contemplated to be the Plan Confirmation Order, approving the Loan Documents and authorizing the Loan Parties’ execution and delivery thereof and their performance thereunder, and such order shall be in full force and effect, shall not be stayed and shall have become a Final Order (as if such order were the “Plan Confirmation Order” in such definition). (s) Subject to Section 5.13, the Administrative Agent shall have received a certificate as to coverage under the property and liability insurance policies of the Loan Parties and endorsements satisfying the requirements of Section 5.02, in each case in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Lenders). For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender or Lead Arranger 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 Lead Arrangers unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender or Lead Arranger prior to the Closing Date specifying its objection thereto and such Lender or Lead Arranger (or any Affiliate thereof that is a Lender) shall not have made available to the Administrative Agent such Lender’s or Lead Arranger’s (or Affiliate’s) ratable portion of the initial Borrowing.

First Credit Event. On The obligations of (i) the Lenders to make Loans and (ii) any Issuing Bank to issue Letters of Credit on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions on the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either of Holdings, the Borrower, the Subsidiary Loan Parties 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral AgentLenders, and each Issuing Bank on the L/C Issuer and the LendersClosing Date, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) each local or foreign ▇▇▇▇▇ & Lardner LLP, special Michigan counsel specified on Schedule 4.02(b)for the Loan Parties, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Wisconsin counsel for the Loan Parties and (iv) O’Melveny & ▇▇▇▇▇ LLP, special California counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Administrative AgentAgents, the Collateral Agent, the L/C Issuer Lenders and the Lenders each Issuing Bank and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) that attached thereto is a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (B) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (Cv) that the Organization Documents certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (Dvi) 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 andParty, (Evii) 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; and (iiiviii) a certificate of a director or an another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to this clause (ii) abovec). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax tax, judgment, United States Patent and judgment lien Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement The Administrative Agent shall have been, or shall be substantially concurrently with received the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the financial statements referred to in Section 3.05. (f) The Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief a Financial Officer of Parent confirming the Borrower certifying the solvency of Parent Holdings 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, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoicedinvoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, out-of-pocket charges and disbursements of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpLLP and Otterbourg P.C.) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (h) Except as set forth in Schedule 5.13 (which, for the avoidance of doubt, shall override the applicable clauses 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 Closing Date. (i) The Administrative Agent shall have received 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 Act, at least five (including 5) days prior to the Beneficial Ownership Regulation) that Closing Date to the extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (j) Since March 31, 2016, there shall not have occurred or there shall not exist any event, condition or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (k) Concurrently with or prior to the incurrence of Loans, the Borrower and the Subsidiaries shall have borrowed loans under the Term Loan Agreement in a principal amount (including, for the avoidance of doubt, original issue discount) of at least $220.0 million, and the Term Loan Agreement shall remain in effect. (l) All Indebtedness of Holdings, the Borrower and its Subsidiaries under the DIP ABL Credit Agreements shall have been repaid in full or shall be repaid substantially concurrently with the Closing Date, together with all fees and other amounts owing thereon (other than with respect to certain outstanding Letters of Credit listed on Schedule 1.01D), all commitments under the DIP ABL Credit Agreements shall have been terminated, the DIP Term Loan Agreement shall have been repaid or shall be repaid concurrently with the Closing Date in accordance with the Reorganization Plan, and the Administrative Agent shall have received reasonably satisfactory evidence of each of the foregoing. (m) The Intercreditor Agreement shall have been executed and delivered by the respective parties thereto. (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) and Section 4.02(j). (o) The Joint Lead Arrangers and the Administrative Agent shall have received and be reasonably satisfied with (i) monthly projections for the Borrower and the subsidiaries for the 12-month period after the Closing Date, quarterly projections for the subsequent 12-month period and annual projections for the remainder of the term of this Agreement, in each case with respect to balance sheets, income statements, statements of cash flows and Excess Availability, (ii) a pro forma consolidated balance sheet and related pro forma consolidated statements, prepared as of July 13, 2016, after giving effect to the Transactions as if the Transactions had occurred as of such date, and (iii) a Borrowing Base Certificate dated as of a date not more than three (3) business days prior to the Closing Date. (p) After giving effect to the initial Borrowing and issuance (or deemed issuance) of Letters of Credit under the Revolving Facility and borrowings under the Term Loan Facility and use of proceeds thereof, in each case on the Closing Date, the Borrower shall have Excess Availability of at least $85.0 million. (q) The Reorganization Plan shall have been confirmed by an order entered by the Bankruptcy Court in the Cases (the “Plan Confirmation Order”) in form and substance acceptable to the Joint Lead Arrangers (it being understood and agreed that the order entered by the Bankruptcy Court on June 23, 2016, confirming the Reorganization Plan is in form and substance acceptable to the Joint Lead Arrangers). The Plan Confirmation Order shall have been entered after due and proper notice to all parties in interest and shall be in full force and effect, shall not be stayed, and shall have become a Final Order. The Effective Date shall occur concurrently with the effectiveness of this Agreement, and all conditions precedent set forth in the Reorganization Plan shall have been satisfied and not waived (other than any conditions precedent that are waived in accordance with the terms of the Reorganization Plan so long as any such waiver does not adversely affect the rights and interest of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Joint Lead Arrangers) unless the Joint Lead Arrangers have so consented in writing). All documents and agreements relating to the Reorganization Plan or the consummation thereof (including, without limitation, the Plan Supplement (as defined in the Reorganization Plan)) (collectively, the “Plan Documents”) shall be in form and substance reasonably satisfactory to the Joint Lead Arrangers in all respects, and no provision of the Reorganization Plan or any Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is materially adverse to the rights and interest of any or all of the Joint Lead Arrangers, the Agents and the Lenders and their respective affiliates (as determined in good faith by the Joint Lead Arrangers) unless the Joint Lead Arrangers have so consented in writing. (r) The Bankruptcy Court shall have entered an order, in form and substance acceptable to the Joint Lead Arrangers, which order is contemplated to be the Plan Confirmation Order, approving the Loan Documents and authorizing the Loan Parties’ execution and delivery thereof and their performance thereunder, and such order shall be in full force and effect, shall not be stayed and shall have become a Final Order (as if such order were the “Plan Confirmation Order” in such definition). (s) The Administrative Agent shall have received a certificatecertificate as to coverage under the property and liability insurance policies of the Loan Parties and endorsements satisfying the requirements of Section 5.02, dated in each case in form and substance reasonably satisfactory to the Closing Date and signed by the Chief Financial Officer of Parent, confirming that:Administrative Agent. (it) on The Administrative Agent shall have received an appraisal of inventory of the Loan Parties from an Acceptable Appraiser and a Collateral Audit, in each case satisfactory to the Administrative Agent; provided that the information set forth in such appraisal and Collateral Audit shall be through a date no more than 120 days prior to the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 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 (i) a counterpart of this Agreement signed on behalf of such party and, to the extent a Note is requested by any Lender, a signature page to such Note or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and, to the extent a Note is requested by any Lender, a signature page to such Note. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, Lenders and each Issuing Bank on the L/C Issuer and the LendersClosing Date, a favorable written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ O’Melveny & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) each local or foreign counsel 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 Closing Date, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to in the case of each Loan Party, Party each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below: (i) a copy of the Organization Documents certificate and memorandum and articles of such incorporation, certificate of limited partnership or 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 other similar official) (where such certification is available in the relevant person’s jurisdiction of incorporation) of the jurisdiction of its organization, and a certificate as to the good standing (or similar concept, 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 from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary or similar officer of such Loan Party (or of the general partner or managing member of each such Loan Party); (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or 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 duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member or equivalent body) 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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; and; (iii) a certificate of a director or an 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; (iv) [Reserved.]; and (v) 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). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC or PPSA financing statement (or the appropriate equivalent) or the delivery of stock certificates and the security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (and federal tax Liens) (or PPSA or other equivalent), tax and judgment lien ) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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, or shall be released concurrently with upon the closing funding of the Transactions on the Closing DateLoans. (e) All Indebtedness under After giving effect to any Borrowing and any issuance of a Letter of Credit on the Existing Credit Agreement Closing Date, Availability shall not be less than $55.0 million. (f) The Administrative Agent and The Bank of New York Mellon Trust Company, N.A. shall have been, or executed the Acknowledgment and the Loan Parties shall be substantially concurrently with have executed the initial borrowing hereunder, repaid and all commitments thereunder terminated“Obligor Acknowledgment” attached thereto, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and terminationfully executed copies (which may be electronic copies) thereof. (fg) The Lenders shall have received the financial statements referred to in Section 3.05. (h) On or prior to the Initial Borrowing Date and substantially concurrently with the incurrence of Loans and the use of such Loans to refinance the extensions of credit under the Existing Credit Facility Agreement on such date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Facility Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Facility Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Facility Agreement (other than the Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and subject to this Agreement) shall have been terminated. (i) On the Closing Date and substantially concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Indebtedness under the Existing Credit Facility Agreement created pursuant to the security documentation relating to the Existing Credit Facility Agreement shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent, if requested, (w) payoff letters, in form and substance reasonably satisfactory to the Administrative Agent, (x) proper termination statements (Form UCC-3, PPSA-2C or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or PPSA-1C or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Facility Agreement, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages, hypothecs and deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations under the Existing Credit Facility Agreement, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (j) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have outstanding no Indebtedness and the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Second Lien Notes, and (iii) other Indebtedness permitted pursuant to Section 6.01. (k) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by the Chief Financial Officer of Parent Holdings confirming the solvency of Parent Holdings, the Borrower and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gl) 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Shearman & ▇▇▇▇▇▇▇ llpSterling LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (hm) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.02 of this Agreement. (n) The Administrative Agent shall have received 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 (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing DateAct. (io) The Borrower shall have used commercially reasonable efforts to have received a corporate credit rating by S&P and a corporate family rating by ▇▇▇▇▇’▇. (p) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that:Borrowing Base Certificate. (iq) Since December 31, 2010, there has been no event, change, occurrence, condition or circumstance that, either individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the Closing Datebusiness, both before property, assets, liabilities, operations or condition (financial or otherwise) of Holdings, the Borrower and after giving effect their Subsidiaries, taken as a whole, the ability of the Loan Parties to perform their obligations under the Credit Events Loan Documents, or the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Collateral Agent and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). Lenders thereunder 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

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 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer Lenders and the Lenderseach Issuing Bank, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement The MHE Acquisition shall have been, been consummated or shall be consummated simultaneously or substantially concurrently with the initial borrowing hereunderclosing under this Agreement in accordance with applicable law and the terms and conditions of the MHE Acquisition as set forth in the Purchase Agreement, repaid and all commitments thereunder terminatedwithout giving effect to any amendment, waiver, consent or other modification thereof by AcquisitionCo that is materially adverse to the interests of the Lenders (in 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 and the PreK-12 Borrower, consisting of at least $800,000,000 of cash equity, $50,000,000 of which shall be contributed to the PreK-12 Borrower (the “Equity Financing”). (g) The Administrative Agent shall have received a customary payoff letter evidencing such repayment and terminationthe financial statements referred to in Section 3.05. (fh) 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) the First Lien Notes, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Purchase Agreement as in effect on November 25, 2012 and without giving effect to any consents thereunder and (iv) other Indebtedness permitted under Section 6.01. (i) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent Borrower and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gj) 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 invoicedinvoiced 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (hk) 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” for the purposes 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. (l) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsSection 3.25(a), including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (im) Since the date of the Purchase Agreement, there shall not have occurred any “Material Adverse Effect” as defined in the Purchase Agreement. (n) The Borrower shall have delivered to the Administrative Agent shall have received a certificate, certificate dated the Closing Date and signed by the Chief Financial Officer as of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events effect set forth in Section 4.01(b)(i) and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (iiSection 4.02(m) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects)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 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 Other than as specified in Section 4.03, 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 or e-mail 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 Collateral Agent, the L/C Issuer Lenders and each Issuing Bank on the LendersClosing Date, a favorable written opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the Loan PartiesTerm Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) each local or U.S. and/or foreign counsel 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 Closing Date, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Financing Documents and the Transaction as the Administrative Agent shall reasonably request, and each of Holdings and the Term Borrower hereby instructs its counsel to deliver such opinions. (c) 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. (cd) The Administrative Agent shall have received with respect to in the case of each person that is a Loan Party, Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below: (i) a copy of the Organization Documents certificate or articles of such incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, 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 other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (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 from such Secretary of State (or other similar official) or ), (B) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party or (or C) in the case of a Cayman Islands exempted company, a copy of the general partner or managing member memorandum and articles of association of such Loan Party)company stamped as registered and filed as of a recent date by the Registrar of Companies in the Cayman Islands; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or 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 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 a Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party has have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 or, to the knowledge of such person, threatening the existence of such Loan Party; and; (iii) a certificate of a another officer, director or an officer attorney-in-fact 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 may reasonably request (including, without limitation, tax identification numbers and addresses). (de) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the The Collateral Requirement and Guarantee Requirements required to be satisfied on as of the Closing Date shall have been satisfied or waived and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of ParentCAC and each CAC Guarantor Subsidiary, together with all attachments contemplated thereby, and including the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien ) filings made with respect to the Loan Parties CAC and each CAC Guarantor Subsidiary in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department Certificates 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 permitted by Section 6.02 or have been released concurrently with the closing or will promptly be released. (f) The Consummation of the Transactions Offer shall have occurred; (g) Each of the Holdco Equity Financing, the Senior Subordinated Bridge B Loans and the Senior Subordinated Bridge C Loans shall have been effected as described in the recitals of this Agreement (including the tenth recital). (h) The Bidco Loan and a CAC Loan (in an amount not less than the principal amount of the Term Loans incurred on the Closing Date. (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunderbe, repaid and all commitments thereunder terminated, and the Administrative Agent effected. (i) The Lenders shall have received a customary payoff letter evidencing such repayment and terminationthe financial statements referred to in Section 3.05(a). (fj) The Lenders shall have received the pro forma consolidated balance sheet referred to in Section 3.05(b). (k) After giving effect to the Transaction and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Senior Subordinated Bridge B Loans, (iii) the Senior Subordinated Bridge C Loans and (iv) other Indebtedness permitted pursuant to Section 6.01. (l) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit K and signed by the Chief Financial a director or a Responsible Officer of Parent Holdings confirming the solvency of Parent Holdings and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing DateTransaction. (gm) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Transaction, and all material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transaction shall have been taken, made or obtained, except for any such actions or filings the failure to take, make or obtain would not be material to Holdings and its Subsidiaries, taken as a whole. (n) The Agents Administrative Agent shall have received all fees payable thereto to it, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or to any other 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇ llpCase LLP and U.S. and foreign local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (h) The Administrative Agent shall have received 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 (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

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 of Holdings, Intermediate Holdings, each 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer Lenders and the Lenderseach Issuing Bank, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, Parties and (ii) each local or foreign counsel specified listed on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering customary matters relating to the Loan Documents. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary, Assistant Secretary or a director or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporationcorporation or limited liability company, certified as of a recent date by the Secretary of State (or other similar official) (where such certification is available in such Loan Party’s jurisdiction of organization) of the jurisdiction of its organization, and (2) in case of a German Loan Party, certified (beglaubigt) by the commercial register (Handelsregister) or a German notary, accompanied by an up-to-date (not older than 15 days) electronic excerpt of the commercial register (elektronischer Handelsregisterauszug) or (3) otherwise certified by the Secretary or Assistant Secretary or (in the case of an English Loan Party) a director of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, in each case with a certification that such governing document has not been amended since the date of the last amendment disclosed pursuant to this subclause (c)(i), (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or memorandum and articles, partnership 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 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 Loan Party is a party and, in the case of the each Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (Cv) that if required in order to duly authorize the Organization Transactions with respect to any Foreign Loan Party, a copy of a resolution signed by all the holders of the issued shares in such Foreign Loan Party, approving the terms of, and the transactions contemplated by, the Loan Documents of to which such Foreign Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) aboveis a party, (Dvi) 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 (Evii) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of ParentIntermediate Holdings, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code UCC (or equivalent), tax and judgment lien ) filings made with respect to the Loan Parties in the jurisdictions contemplated reasonably required by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department Administrative Agent 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 been, or will be simultaneously or substantially concurrently with the closing of the Transactions on the Closing Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the The Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit B and signed by the Chief a Financial Officer of Parent Intermediate Holdings confirming the solvency of Parent Intermediate Holdings and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gf) The Agents shall have received (on behalf of the Lenders) 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 documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Simpson, Thacher & ▇▇▇▇▇▇▇▇ llpLLP and other counsel to the Administrative Agent) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (g) 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” for the purposes of this Section 4.02), the Collateral and Guarantee Requirement shall be satisfied as of the Closing Date. (h) The Administrative Agent shall have received a Borrowing Base Certificate. (i) The Administrative Agent shall have received all documentation and other information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)) reasonably requested in writing by the Administrative Agent prior to the Closing Date and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act and the Proceeds of Crime Act, to be obtained by the Administrative Agent or any Lender. (including the Beneficial Ownership Regulationj) that has been requested not less than five (5) Business Days prior to Substantially concurrently with the Closing Date. (i) The Administrative Agent , all revolving facility loans, letters of credit and swingline loans under the Existing Credit Facility Agreement shall have received a certificatebeen repaid in full, dated together with all fees and other amounts owing thereon (other than the Closing Date Existing Letters of Credit, which shall be deemed to be Letters of Credit issued under and signed by subject to this Agreement), and the Chief Financial Officer of Parent, confirming that: (i) Existing Credit Facility Agreement shall be amended and restated to constitute the Cash Flow Credit Agreement hereunder on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 approved, accepted or to and be satisfied with each document or other matter required thereunder hereunder or under any other Loan Document 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 and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of any initial Borrowing on the initial BorrowingClosing Date.

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 of Holdings, each 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer Lenders and the Lenderseach Issuing Bank, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, Parties and (ii) each local or foreign counsel specified listed on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent, covering customary matters relating to the Loan Documents. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary, Assistant Secretary or a director or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporationcorporation or limited liability company, certified as of a recent date by the Secretary of State (or other similar official) (where such certification is available in such Loan Party’s jurisdiction of organization) of the jurisdiction of its organizationorganization or (2) otherwise certified by the Secretary or Assistant Secretary or (in the case of a U.K. Loan Party) a director of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, and in each case with a certification that such governing document has not been amended since the date of the last amendment disclosed pursuant to this subclause (c)(i), (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or memorandum and articles, partnership 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 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 Loan Party is a party and, in the case of the each Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (Cv) that if required in order to duly authorize the Organization Transactions with respect to any Foreign Subsidiary Loan Party, a copy of a resolution signed by all the holders of the issued shares in such Foreign Subsidiary Loan Party, approving the terms of, and the transactions contemplated by, the Loan Documents of to which such Foreign Subsidiary Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) aboveis a party, (Dvi) that attached thereto is a true and complete copy of the request for advice to, and the unconditional positive advice of, each works council which has jurisdiction over a Dutch Loan Party with respect to the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such Dutch Loan Party is a party, (vii) 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 (Eviii) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe U.S. Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code and PPSA (or equivalent), tax and judgment lien equivalent if such concept exists in the applicable jurisdiction) filings made with respect to the U.S. Borrower and the Loan Parties in the jurisdictions contemplated reasonably required by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department Administrative Agent 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 permitted under Section 6.02 or have been released been, or will be simultaneously or substantially concurrently with the closing of the Transactions on the Closing Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the The Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit B and signed by the Chief a Financial Officer of Parent Holdings confirming the solvency of Parent Holdings, the U.S. Borrower and its subsidiaries the Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gf) The Agents shall have received (on behalf of the Lenders) 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 and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Simpson, Thacher & ▇▇▇▇▇▇▇▇ llpLLP and other counsel to the Administrative Agent) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document. (g) 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” for the purposes of this Section 4.02), the Collateral and Guarantee Requirement shall be satisfied (or waived by the Administrative Agent) as of the Closing Date. (h) The Administrative Agent shall have received a Borrowing Base Certificate. (i) At least three Business Days prior to the Closing Date, the Administrative Agent shall have received all documentation and other information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)) reasonably requested in writing by the Administrative Agent at least 10 Business Days prior to the Closing Date and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitationthe U.S.A. Patriot Act and the Proceeds of Crime Act, to be obtained by the USA PATRIOT Act (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing DateAdministrative Agent or any Lender. (ij) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on Substantially concurrently with the Closing Date, both before all Indebtedness of Holdings and after giving effect to its Subsidiaries under the Existing Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true repaid in full, together with all material respects fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated, all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated and all Liens on and as the Collateral subject to the Liens of such earlier date (provided that representations and warranties that are qualified by materiality the Existing Credit Agreement shall be true and correct in all respects)have been released. 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 and accepted, and to be satisfied satisfied, with each document or and other matter required thereunder hereunder or under any other Loan Document to be consented to or approved by by, or acceptable or satisfactory to to, the Lenders 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 and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of any initial Borrowing on the initial BorrowingClosing Date.

First Credit Event. On or prior to the Closing Date:. (a) The Administrative Agent (or its counsel) shall have received from each party hereto thereto either (i) a counterpart of this Agreement and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and such other applicable Loan Documents. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, Lenders and the L/C Issuer and on the LendersClosing Date, a favorable written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP, Chance Europe LLP and other counsel for the Loan Parties, and (ii) each local or foreign counsel specified set forth on Schedule 4.02(b5.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, Lenders and the L/C Issuer and the Lenders and (C) Issuer, which shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such matters as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to in the case of each Loan Party, Party and the Parent Guarantor each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below, to the extent applicable: (i) a copy of the Organization Documents certificate or articles of such incorporation, certificate of limited partnership or certificate of formation, as applicable, 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 other similar official) of the jurisdiction of its organization, and 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 from such Secretary of State (or other similar official) or (B) in the case of ), a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or copy of the general partner or managing member articles of such Loan Party)association (statuts) of the Parent Guarantor and a recent extract from the commercial and companies registry (register du commerce et des sociétés) of Paris relating to the Parent Guarantor; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party and the Parent Guarantor dated the Closing Date and certifying; (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party and the articles of association of the Parent Guarantor 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 duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party and the Parent Guarantor (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 each Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,; (C) that the Organization Documents certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above,; (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 (other than the Parent Guarantor); and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; andParty and the Parent Guarantor or, to the knowledge of such person, threatening the existence of such Loan Party and the Parent Guarantor; (iii) a certificate of a director or an 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) aboveabove (other than the certificate with respect to the Parent Guarantor); and (iv) such other documents as the Administrative Agent, the Lenders and any L/C Issuer on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), The Administrative Agent shall have received evidence that 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 completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parent, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien ) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 concurrently with the closing of the Transactions on the Closing Datereleased. (e) All Indebtedness under The Administrative Agent and the Existing Credit Agreement Lenders shall have beenreceived a solvency certificate substantially in the form of Exhibit B-1 and signed by the Chief Financial Officer or Treasurer, or shall be substantially concurrently with the initial borrowing hereunderas applicable, repaid and all commitments thereunder terminated, and the of each Borrower. (f) The Administrative Agent shall have received a customary payoff letter evidencing such repayment certificate signed by a Responsible Officer of each Borrower certifying as to the matters set forth in Section 5.01 and terminationSection 5.02(i) and (j). (fg) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Factoring Agreement shall have been terminated and all amounts due or outstanding thereunder shall have been (or substantially with the closing under this Agreement shall be) paid in full and satisfactory arrangements shall have been made for the termination of any Liens granted in connection therewith. (h) The Administrative Agent and the Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming financial information (i) referred to in Section 4.05 and (ii) constituting the solvency of Parent Projections, in each case, the results and its subsidiaries on a consolidated basis assumptions set forth therein in form and substance reasonably satisfactory to the Administrative Agent. (i) On the Closing Date, after giving effect to the Transactions on and the Closing Dateother transactions contemplated hereby, (x) no Borrower shall have outstanding any Indebtedness and each Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (i) the extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 7.01 and (y) the Holdcos (other than the Parent Guarantor) shall have no Indebtedness for borrowed money (other than intercompany loans owed to Ultimate Parent or any of its Subsidiaries) for which they are liable as primary obligor. (gj) The Agents Since December 31, 2017 there shall not have received all been any event, development or circumstance that, individually or in the aggregate, has, had or would reasonably be expected to have a Material Adverse Effect. (k) All fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts and expenses due and payable pursuant to the Loan Documents on or prior to the Closing Date, pursuant to the Fee Letter or as may otherwise be agreed between the Borrowers and the Joint Lead Arrangers shall have been paid (which amounts, at the option of the Borrowers, may be offset against the proceeds of the Revolving Facility), including, to the extent invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpSidley Austin LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (hl) The Administrative Agent shall have received all insurance certificates satisfying the requirements of Section 6.02(a) of this Agreement. (m) The Administrative Agent and each Lender shall have received 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 (including to the Beneficial Ownership Regulation) that has been extent requested not less than five seven (57) Business Days prior to the Closing Date. (in) The Bowling Green shall have delivered, or cause to be delivered, to the Administrative Agent an inventory appraisal and a field examination from an Acceptable Appraiser for Bowling Green, in each case that are reasonably satisfactory in form and substance to the Administrative Agent on or prior to the Closing Date, and the Administrative Agent shall have received a certificate, dated Borrowing Base Certificate effective as of the Closing Date and signed by last day of the Chief Financial Officer of Parent, confirming that: (i) on month immediately preceding the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). For purposes of determining compliance with the conditions specified in this Section 4.025.02, 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing Date:. (a) The Administrative Agent (or its counsel) shall have received from each party hereto thereto either (i) a counterpart of this Agreement and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and such other applicable Loan Documents. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, Lenders and the L/C Issuer and on the LendersClosing Date, a favorable written opinion of (i) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Europe LLP and other counsel for the Loan Parties, and (ii) each local or foreign counsel specified set forth on Schedule 4.02(b5.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, Lenders and the L/C Issuer and the Lenders and (C) Issuer, which shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such matters as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to in the case of each Loan Party, Party and the Parent Guarantor each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below: , to the extent applicable: (i) a copy of the Organization Documents certificate or articles of such incorporation, certificate of limited partnership or certificate of formation, as applicable, 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 other similar official) of the jurisdiction of its organization, and 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 from such Secretary of State (or other similar official) or (B) in the case of ), a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or copy of the general partner or managing member articles of such Loan Party); association (statuts) of the Parent Guarantor and a recent extract from the commercial and companies registry (register du commerce et des sociétés) of Paris relating to the Parent Guarantor; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party and the Parent Guarantor dated the Closing Date and certifying ; (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party and the articles of association of the Parent Guarantor 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 duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party and the Parent Guarantor (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 each Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, ; (C) that the Organization Documents certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, ; (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 (other than the Parent Guarantor); and 125 (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan PartyParty and the Parent Guarantor or, to the knowledge of such person, threatening the existence of such Loan Party and the Parent Guarantor; and (iii) a certificate of a director or an 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) aboveabove (other than the certificate with respect to the Parent Guarantor); and (iv) such other documents as the Administrative Agent, the Lenders and any L/C Issuer on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), The Administrative Agent shall have received evidence that 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 completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parent, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien ) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 concurrently with the closing of the Transactions on the Closing Datereleased. (e) All Indebtedness under The Administrative Agent and the Existing Credit Agreement Lenders shall have beenreceived a solvency certificate substantially in the form of Exhibit B-1 and signed by the Chief Financial Officer or Treasurer, or shall be substantially concurrently with the initial borrowing hereunderas applicable, repaid and all commitments thereunder terminated, and the of each Borrower. (f) The Administrative Agent shall have received a customary payoff letter evidencing such repayment certificate signed by a Responsible Officer of each Borrower certifying as to the matters set forth in Section 5.01 and terminationSection 5.02(i) and (j). (fg) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Factoring Agreement shall have been terminated and all amounts due or outstanding thereunder shall have been (or substantially with the closing under this Agreement shall be) paid in full and satisfactory arrangements shall have been made for the termination of any Liens granted in connection therewith. (h) The Administrative Agent and the Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming financial information (i) referred to in Section 4.05 and (ii) constituting the solvency of Parent Projections, in each case, the results and its subsidiaries on a consolidated basis assumptions set forth therein in form and substance reasonably satisfactory to the Administrative Agent. (i) On the Closing Date, after giving effect to the Transactions on and the Closing Dateother transactions contemplated hereby, (x) no Borrower shall have outstanding any Indebtedness and each Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (i) the extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 7.01 and (y) the Holdcos (other than the Parent Guarantor) shall have no Indebtedness for borrowed money (other than intercompany loans owed to Ultimate Parent or any of its Subsidiaries) for which they are liable as primary obligor. (gj) The Agents Since December 31, 2017 there shall not have received all been any event, development or circumstance that, individually or in the aggregate, has, had or would reasonably be expected to have a Material Adverse Effect. 126 (k) All fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts and expenses due and payable pursuant to the Loan Documents on or prior to the Closing Date, pursuant to the Fee Letter or as may otherwise be agreed between the Borrowers and the Joint Lead Arrangers shall have been paid (which amounts, at the option of the Borrowers, may be offset against the proceeds of the Revolving Facility), including, to the extent invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (h) The Administrative Agent shall have received 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 (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

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 of Holdings, 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer Lenders and the Lenderseach Issuing Bank, a written opinion of each of (i1) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel for the Loan Parties and (2) Minnesota counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent, covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All 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 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), (ii) other Indebtedness incurred for capital expenditures or working capital purposes and (iii) other Indebtedness permitted under Section 6.01. Without limiting the foregoing or clause (d) above, the principal, accrued and unpaid interest, fees and other amounts, other than contingent obligations that by their terms survive the termination of the Existing Credit Agreement shall have beenAgreement, or shall will be substantially concurrently with the initial borrowing hereunder, repaid in full and all commitments to extend credit thereunder terminated, will be terminated and the Administrative Agent any security interests and guarantees in connection therewith shall have received a customary payoff letter evidencing such repayment and terminationbe terminated and/or released. (f) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent the Borrower and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (g) The Agents shall have received all fees due and 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 invoiced at least three Business Days prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan DocumentDocument on or prior to the Closing Date. (h) The Arrangers and the Administrative Agent shall have received all fees due and payable on the Closing Date pursuant to the Arranger Fee Letter and the Administrative Agent Fee Letter, respectively. (i) 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 as of the Closing Date. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsSection 3.25(a), including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (ik) 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) and (c) hereof. (l) The Administrative Agent shall have received FAA, International Registry and UCC searches indicating that the Borrower has a certificate100% ownership interest in each Closing Date Spare Engine, dated free and clear of all security interests or liens in favor of any person other than the Collateral Agent except for any Permitted Lien. On the Closing Date and signed concurrently with the consummation of the Transactions, the Collateral Agent shall have received an FAA Mortgage in respect of in respect of each Closing Date Spare Engine, duly executed by the Chief Financial Officer Borrower in favor of Parentthe Collateral Agent for the benefit of the Secured Parties. Each such FAA Mortgage shall have been submitted for filing with the FAA, confirming that:and International Interests shall have been registered with the International Registry in respect of each Closing Date Spare Engine. (m) (i) on FAA releases for the existing FAA mortgages in favor Barclays Bank PLC, as collateral agent under the Existing Credit Agreement, in respect of the Closing DateDate Spare Engines shall be pre-positioned with McAfee & ▇▇▇▇, both before and after giving effect to special counsel for the Credit Events and Loan Parties, for filing with the other Transactions occurring on such dateFAA, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained existing International Interests in Article III favor Barclays Bank PLC, as collateral agent under the Existing Credit Agreement, in respect of this Agreement the Closing Date Spare Engines shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date discharged (provided that representations Barclays Bank PLC, as the right to discharge holder thereof, shall have appointed the Borrower’s FAA/International Registry counsel as a professional user entity for purposes of making such registrations), and warranties that are qualified by materiality (iii) Uniform Commercial Code financing statement amendments (Form UCC-3) shall be true and correct filed terminating the existing Uniform Commercial Code financing statements in all respects)favor Barclays Bank PLC, as collateral agent under the Existing Credit Agreement, in respect of the Closing Date Spare Engines. 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 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 or prior to the Closing Date:. (a) The Administrative Agent (or its counsel) shall have received from each party hereto thereto either (i) a counterpart of this Agreement and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and such other applicable Loan Documents. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, Lenders and the L/C Issuer and on the LendersClosing Date, a favorable written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP, Chance Europe LLP and other counsel for the Loan Parties, and (ii) each local or foreign counsel specified set forth on Schedule 4.02(b5.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, Lenders and the L/C Issuer and the Lenders and (C) Issuer, which shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such matters as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to in the case of each Loan Party, Party and the Parent Guarantor each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below, to the extent applicable: (i) a copy of the Organization Documents certificate or articles of such incorporation, certificate of limited partnership or certificate of formation, as applicable, 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 other similar official) of the jurisdiction of its organization, and 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 from such Secretary of State (or other similar official) or (B) in the case of ), a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or copy of the general partner or managing member articles of such Loan Party)association (statuts) of the Parent Guarantor and a recent extract from the commercial and companies registry (register du commerce et des sociétés) of Paris relating to the Parent Guarantor; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party and the Parent Guarantor dated the Closing Date and certifying; (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party and the articles of association of the Parent Guarantor 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 duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party and the Parent Guarantor (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 each Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,; (C) that the Organization Documents certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above,; (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 (other than the Parent Guarantor); and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; andParty and the Parent Guarantor or, to the knowledge of such person, threatening the existence of such Loan Party and the Parent Guarantor; (iii) a certificate of a director or an 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) aboveabove (other than the certificate with respect to the Parent Guarantor); and (iv) such other documents as the Administrative Agent, the Lenders and any L/C Issuer on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), The Administrative Agent shall have received evidence that 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 completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parent, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien ) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 concurrently with the closing of the Transactions on the Closing Datereleased. (e) All Indebtedness under The Administrative Agent and the Existing Credit Agreement Lenders shall have beenreceived a solvency certificate substantially in the form of Exhibit B-1 and signed by the Chief Financial Officer or Treasurer, or shall be substantially concurrently with the initial borrowing hereunderas applicable, repaid and all commitments thereunder terminated, and the of each Borrower. (f) The Administrative Agent shall have received a customary payoff letter evidencing such repayment certificate signed by a Responsible Officer of each Borrower certifying as to the matters set forth in Section 5.01 and terminationSection 5.02(i) and (j). (fg) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Factoring Agreement shall have been terminated and all amounts due or outstanding thereunder shall have been (or substantially with the closing under this Agreement shall be) paid in full and satisfactory arrangements shall have been made for the termination of any Liens granted in connection therewith. (h) The Administrative Agent and the Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming financial information (i) referred to in Section 4.05 and (ii) constituting the solvency of Parent Projections, in each case, the results and its subsidiaries on a consolidated basis assumptions set forth therein in form and substance reasonably satisfactory to the Administrative Agent. (i) On the Closing Date, after giving effect to the Transactions on and the Closing Dateother transactions contemplated hereby, (x) no Borrower shall have outstanding any Indebtedness and each Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (i) the extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 7.01 and (y) the Holdcos (other than the Parent Guarantor) shall have no Indebtedness for borrowed money (other than intercompany loans owed to Ultimate Parent or any of its Subsidiaries) for which they are liable as primary obligor. (gj) The Agents Since December 31, 2017 there shall not have received all been any event, development or circumstance that, individually or in the aggregate, has, had or would reasonably be expected to have a Material Adverse Effect. (k) All fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts and expenses due and payable pursuant to the Loan Documents on or prior to the Closing Date, pursuant to the Fee Letter or as may otherwise be agreed between the Borrowers and the Joint Lead Arrangers shall have been paid (which amounts, at the option of the Borrowers, may be offset against the proceeds of the Revolving Facility), including, to the extent invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpSidley Austin LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (hl) The Administrative Agent shall have received all insurance certificates satisfying the requirements of Section 6.02(a) of this Agreement. (m) The Administrative Agent and each Lender shall have received 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 (including to the Beneficial Ownership Regulation) that has been extent requested not less than five seven (57) Business Days prior to the Closing Date. (in) The Bowling Green shall have delivered, or cause to be delivered, to the Administrative Agent an inventory appraisal and a field examination from an Acceptable Appraiser for Bowling Green, in each case that are reasonably satisfactory in form and substance to the Administrative Agent on or prior to the Closing Date, and the Administrative Agent shall have received a certificate, dated Borrowing Base Certificate effective as of the Closing Date and signed by last day of the Chief Financial Officer of Parent, confirming that: (i) on month immediately preceding the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). For purposes of determining compliance with the conditions specified in this Section 4.025. 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

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 of the Borrower, the L/C Issuer 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the Lenders and each L/C Issuer and the LendersIssuer, a written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, Parties and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the each L/C Issuer Issuer, the Administrative Agent and the Lenders and (C) in form and substance consistent with similar transactions for the Borrower and reasonably satisfactory to the Administrative AgentAgent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary, Assistant Secretary, Responsible Officer or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit I and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent the Borrower and its subsidiaries the Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gf) 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 invoicedinvoiced 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan DocumentDocument (which amounts may be offset against the proceeds of the Term B Facility and the Revolving Facility). (g) 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” for the purposes 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 pursuant to the terms hereof) as of the Closing Date. (h) The Administrative Agent shall have received at least three (3) 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 regulationsSection 9.20, including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (i) The Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the two most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries, for each subsequent fiscal quarter ended at least 45 days before the Closing Date (other than any fiscal fourth quarter) after the most recent fiscal period for which audited financial statements have been provided pursuant to clause (a) hereof, in each case prepared in accordance with GAAP in all material respects. (j) All Indebtedness under the Existing Facilities shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a certificate, dated the Closing Date customary payoff letters evidencing such repayment and signed by the Chief Financial Officer of Parent, confirming that:termination. (ik) Since December 31, 2016, there shall not have occurred any event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (l) The Borrower shall have received all material governmental and regulatory (including gaming) approvals (including from the State of Maryland Lottery & Gaming Control Agency) necessary to effect the Transactions on the terms contemplated by this Agreement. (m) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, both before and after giving effect to the Credit Events effect set forth in Section 4.01(b), 4.01(c) and Section 4.02(k) hereof. (n) The Arrangers, the Administrative Agent and the other Transactions occurring on such date, no Default or Event of Default Collateral Agent shall have occurred received (i) evidence as to whether (1) any Mortgaged Properties are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and be continuing; and (2) the communities in which any such Mortgaged Properties are located are participating in the National Flood Insurance Program, (ii) if there are any such Mortgaged Properties, the representations Borrower’s written acknowledgement of receipt of written notification from the Administrative Agent (1) as to the existence of each such Mortgaged Property and warranties contained (2) as to whether the communities in Article III of this Agreement shall be true which such Mortgaged Properties are located are participating in the National Flood Insurance Program, and correct (iii) if any such Mortgaged Properties are located in all material respects on and as communities that participate in the National Flood Insurance Program, evidence that the applicable Loan Party has obtained flood insurance in respect of such date except Mortgaged Properties to the extent required under the applicable regulations of the Board. (o) There shall be no action, suit, proceeding (whether administrative, judicial or otherwise) or arbitration (whether or not purportedly on behalf of any Loan Party) at law or in equity, or any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that are pending or, to the knowledge of the Borrower, threatened against any Loan Party or affecting any property of any Loan Party, that relate to the Loan Documents or the Transactions. (p) The Loan Parties shall have insurance complying with the requirements of Section 5.02 in place and in full force and effect, and the Administrative Agent, the Collateral Agent and the Arrangers shall each have received (x) a certificate from the Borrower’s insurance broker(s) reasonably satisfactory to them stating that such representations insurance is in place and warranties relate solely in full force and effect and (y) copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to an earlier date bind the insurer, in which event case copies of the applicable policies shall be delivered to the Administrative Agent within ninety (90) days after the Closing Date or such representations later date as the Administrative Agent may agree in its sole discretion) naming the Collateral Agent as an additional insured and warranties as loss payee (until the Termination Date), in accordance with the terms set forth in Section 5.02. (q) The Arrangers and the Administrative Agent shall have been true received copies of an environmental site assessment report or reports in all material respects on form, scope and as substance reasonably satisfactory to them pertaining to each Mortgaged Property, including an identification of existing and potential presence of Hazardous Materials or other environmental concerns with respect to such earlier date (provided that representations Mortgaged Property, from an environmental consulting firm reasonably acceptable to the Administrative Agent and warranties that are qualified by materiality shall be true and correct in all respects)the Arrangers. 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 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 or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer Lenders and the Lenderseach Issuing Bank, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ LLP, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, each as special counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent.Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Table of Contents (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under The Merger and, if applicable, the Existing Credit Agreement Tender Offer shall have been, been consummated or shall be consummated simultaneously or substantially concurrently with the initial borrowing hereunderclosing under this Agreement on the terms described in the Merger Agreement, repaid without giving effect to any amendment, Table of Contents waiver, consent or other modification thereof by Holdings that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and all commitments thereunder terminatedagreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction is applied as follows: (x) 25% to reduce the required Equity Financing and (y) 75% to reduce the amount of the Term B Facility and the Interim Loan Facility on a pro rata basis; provided, however, that the portion of any such reduction that would result in the Interim Loan Facility being reduced to less than $250 million shall be solely applied to the Term B Facility. (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, consisting of at least $350,000,000 of cash equity (the “Equity Financing”). (g) The Administrative Agent shall have received a customary payoff letter evidencing such repayment and terminationthe financial statements referred to in Section 3.05. (fh) 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 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), (ii) the Senior Unsecured Notes and/or the Interim Loan Facility, (iii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (iv) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. (i) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent Borrower and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gj) 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 invoiced at least three Business Days prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan DocumentDocument on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (hk) 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” for the purposes 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. (l) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsSection 3.25(a), including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. . Table of Contents (im) The Administrative Agent shall have received a certificate, dated Since the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 such Lender Merger Agreement, there shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowingoccurred any Company Material Adverse Effect.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (ia) a counterpart of this Agreement signed on behalf of such party or (iib) written evidence satisfactory to the Administrative Agent (which may include facsimile telecopy transmission, or e-mail 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 L/C Issuer Lenders and each Issuing Bank on the LendersClosing Date, a favorable written opinion opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, Parties and (ii) each local or foreign counsel specified on Schedule 4.02(b)▇▇▇▇▇ Lord Bissell & Liddell LLP, in each case form and substance reasonably satisfactory to the Administrative Agent (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received with respect to in the case of each Loan Party, Party each of the items referred to in clauses (i), (ii) and (iii) belowfollowing: (i) a copy of the Organization Documents certificate or articles of such incorporation, partnership agreement or 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 other similar official) of the jurisdiction of its organization, and 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 from such Secretary of State (or other similar official) or (B) in the case of a partnership of or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (Secretary, or of the general partner or partner, managing member or sole member, of each such Loan Party);; and (ii) a certificate of the Secretary or Secretary, Assistant Secretary Secretary, Director, President or 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: (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents certificate or articles of incorporation, partnership agreement or limited liability agreement of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such Person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters The Collateral and Guarantee Requirement with respect to items to be completed following the Closing Date in accordance with Section 5.10(h), the elements as of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and including the results of a search of the Uniform Commercial Code UCC (or equivalent), tax and judgment lien equivalent under other similar law) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 permitted by Section 6.02 or have been released concurrently 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 closing 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 Transactions 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 (and in any event within 45 days following the Closing Date (or, in the case of Closing Date Real Property, within 90 days following the Closing Date), plus any extensions granted by the Administrative Agent in its sole discretion), in each case pursuant to arrangements reasonably satisfactory to the Administrative Agent; (e) All Indebtedness under the Existing Credit Agreement The Transactions shall have been, been consummated or shall be substantially concurrently consummated simultaneously with or immediately following the closing under this Agreement in accordance with the initial borrowing hereunder, repaid Merger Agreement and all commitments thereunder terminatedother related documentation (without material amendment, modification or waiver thereof which is adverse to the Lenders without the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed), including each of the following: (i) The Merger shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the Merger Documents; and (ii) Each of the IGP Acquisition and the Administrative Agent Existing CMLP GP Acquisition shall have received a customary payoff letter evidencing such repayment and terminationbeen consummated. (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 customary solvency certificate substantially in the form of Exhibit F and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent the Borrower and its subsidiaries Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing DateTransactions. (gh) Since December 31, 2012, there shall not have occurred any event or occurrence that has had or would reasonably be likely to have a Material Adverse Effect (as defined in the Merger Agreement). (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 (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The (x) Specified Representations and (y) Specified Merger 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 Closing Date shall have occurred on or prior to November 5, 2013. (n) 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 limitationlimitation the U.S. PATRIOT Act, the USA PATRIOT Act (including the Beneficial Ownership Regulation) that has been reasonably requested not less than five (5) Business Days prior to by the Administrative Agent at least 10 days in advance of the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

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) the Borrower a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer itself and the Lenders, a written opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, Parties and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agentcustomary form. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and organization or (2) otherwise certified in writing by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 Person is a party and, in the case of the Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such Person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released or terminated (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release or termination shall have been made). (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit J and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent the Borrower and its subsidiaries the Subsidiaries on a combined or consolidated basis after giving effect to the Transactions on the Closing Date. (gf) The Agents shall have received all fees earned, due and 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 invoicedinvoiced at least one Business Day 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 DocumentDocument (including reasonable fees, charges and disbursements of Stroock & Stroock & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP). (g) Except as set forth in Schedule 5.10 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral Requirement” for the purposes of this Section 4.02) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral Requirement shall be satisfied (or waived pursuant to the terms hereof) as of the Closing Date. (h) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsSection 9.20, including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (i) The Borrower shall have delivered to the Administrative Agent shall have received a certificate, certificate dated the Closing Date and signed by the Chief Financial Officer as of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the effect set forth in Sections 4.01(b) and 4.01(c). (j) The satisfaction of the obligations under or secured by (i) the Prepetition Credit Events and the other Transactions occurring on such dateAgreement, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations 8.50% First Lien Notes Indenture (as defined in the Plan of Reorganization), (iii) the 9.00% First Lien Notes Indenture (as defined in the Plan of Reorganization), (iv) the 11.25% First Lien Notes Indenture (as defined in the Plan of Reorganization), (v) the 10.00% Second Lien Notes Indenture (as defined in the Plan of Reorganization), (vi) the 12.75% Second Lien Notes Indenture (as defined in the Plan of Reorganization), (vii) the 5.75% Senior Unsecured Notes Indenture (as defined in the Plan of Reorganization), (viii) the 6.50% Senior Unsecured Notes Indenture (as defined in the Plan of Reorganization), and warranties contained (ix) the Subsidiary-Guaranteed Notes Indenture (as defined in Article III the Plan of this Agreement Reorganization), in each case in the manner contemplated by the Plan of Reorganization. (k) The Plan of Reorganization as in effect on January 13, 2017, at docket no. 6318, shall not have been amended, modified or supplemented in any manner that could be reasonably expected to materially adversely affect the interests of the Administrative Agent or the Lenders without the written consent of the Required Lenders (such consent not to be unreasonably withheld, delayed, denied or conditioned, provided that if a Lender does not provide such consent or non-consent within three (3) Business Days of receiving written notice of such proposed amendment, modification or supplement, then such Lender shall be true deemed to have consented to such amendment, modification or supplement). (l) The Bankruptcy Court shall have entered an order (the “Confirmation Order”), which order (i) shall confirm the Plan of Reorganization, (ii) shall authorize the Transactions, and correct (iii) shall be in full force and effect and shall not have been reversed or modified in any manner that could be reasonably expected to materially adversely affect the interests of the Administrative Agent or the Lenders without the written consent of the Required Lenders and shall not be stayed or subject to a material motion to stay or subject to appeal or petition for review, rehearing or certiorari, and the period for appealing the Confirmation Order shall have elapsed. The Effective Date shall have occurred (and all material respects on and conditions precedent thereto as set forth in the Plan of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties Reorganization shall have been true in all material respects on and as of such earlier date satisfied (provided that representations and warranties that are qualified by materiality or shall be true concurrently satisfied) or waived by the Required Lenders. (m) CEOC shall have received the PropCo Tax Letter and correct Parent shall have received the REIT Opinion Letter (each as defined in the Plan of Reorganization). (n) CEOC shall have deeded or assigned, as applicable, to Borrower and its Subsidiaries the property to be transferred to Borrower and its Subsidiaries as set forth in the Restructuring Transactions Memorandum (as defined in the Plan of Reorganization). (o) Each of (i) the Lease Agreements, (ii) the Management and Lease Support Agreement, (iii) the Right of First Refusal Agreement, and (iv) the PropCo Call Right Agreement shall have been executed by all respects)parties thereto and shall be in full force and effect in accordance with their terms, in each case in the manner contemplated by the Plan of Reorganization. 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 written notice from such Lender prior to the Closing 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 Borrowingthereto.

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 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer Lenders and the Lenderseach Issuing Bank, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and Posinelli P.C., each as special counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 documentation) 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 and credit extensions hereunder, and that such resolutions (or equivalent documentation) have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of under this Agreement, released (or arrangements reasonably satisfactory to the Transactions on the Closing DateAdministrative Agent for such release shall have been made). (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the The Administrative Agent shall have received a customary payoff letter evidencing such repayment and terminationthe financial statements referred to in Section 3.05. (f) 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 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), (ii) the Existing Senior Unsecured Notes, (iii) any then existing Capitalized Lease Obligations, (iv) other Indebtedness incurred in the ordinary course of business of the Borrower and its Subsidiaries, including intercompany Indebtedness of the Borrower and Indebtedness for capital expenditures and working capital purposes and (v) other Indebtedness permitted under Section 6.01 or approved by the Arrangers in their reasonable discretion. (g) The Lenders shall have received a customary solvency certificate substantially in the form of Exhibit C and signed by the Chief a Financial Officer of Parent the Borrower confirming the solvency of Parent Borrower and its subsidiaries Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (gh) 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 invoiced at least three Business Days prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan DocumentDocument on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans). (hi) 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” for the purposes 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. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsSection 3.25(a), including without limitation, to the USA PATRIOT Act (including the Beneficial Ownership Regulation) that extent such information has been requested not less than five ten (510) Business Days prior to the Closing Date. (ik) The Borrower shall have delivered to the Administrative Agent shall have received a certificate, certificate dated the Closing Date and signed by the Chief Financial Officer as of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained effect set forth in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respectsSection 4.01(b). 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 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. Notwithstanding anything to the contrary, it is understood that to the extent any security interest in the intended Collateral or any deliverable (including those referred to in Sections 4.02(d) and (k)) related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or possession of the stock certificates (if any) of the Borrower or any Material Subsidiary that is a Domestic Subsidiary (to the extent, with respect to such Subsidiaries, such stock certificates are received from the Company on or prior to the Closing Date)) is not or cannot be provided and/or perfected on the Closing Date (1) without undue burden or expense or (2) after the Borrower has used commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Commitments on the Closing Date but, to the extent otherwise required hereunder, shall be delivered after the Closing Date in accordance with Section 5.12.

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 of Holdings, the Borrower 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 facsimile or e-mail transmission delivery of a signed signature page of this AgreementAgreement 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 Collateral Agent, the L/C Issuer itself and the Lenders, a written opinion of (i) ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the L/C Issuer Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party, each of Party dated the items referred to in clauses (i), (ii) Closing Date and (iii) belowcertifying: (i) a copy of the Organization Documents certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such 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 such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party);, (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (Aiii) that attached thereto is a true and complete copy of the Organization Documents by-laws (or partnership 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the Organization Documents of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 Party, and (Evi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or an officer as Party or, to the incumbency and specimen signature knowledge of such person, threatening the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) aboveexistence of such Loan Party. (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the elements of the Collateral Requirement required to be satisfied on the Closing Date shall have been satisfied and the The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien 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, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 been, or will be simultaneously or substantially concurrently with the closing of the Transactions on the Closing Date. under this Agreement, released (e) All Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing hereunder, repaid and all commitments thereunder terminated, and the Administrative Agent shall have received a customary payoff letter evidencing such repayment and termination. (f) The Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming the solvency of Parent 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, 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 Loan Document. (h) The Administrative Agent shall have received 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 (including the Beneficial Ownership Regulation) that has been requested not less than five (5) Business Days prior to the Closing Date. (i) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Chief Financial Officer of Parent, confirming that: (i) on the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). 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 arrangements reasonably 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 such Lender shall not have made available to the Administrative Agent for such Lender’s ratable portion of the initial Borrowingrelease shall have been made).

First Credit Event. On or prior to the Closing Date:. (a) The Administrative Agent (or its counsel) shall have received from each party hereto thereto either (i) a counterpart of this Agreement and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and such other applicable Loan Documents. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, Lenders and the L/C Issuer and on the LendersClosing Date, a favorable written opinion of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, (ii) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Esq., the Loan Parties, General Counsel to the Borrower and (iiiv) each local or foreign other counsel specified set forth on Schedule 4.02(b5.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the each L/C Issuer on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent and covering such matters as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received with respect to in the case of each Loan Party, Party each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below: (i) a copy of the Organization Documents certificate or articles of such incorporation, certificate of limited partnership or 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 other similar official) of the jurisdiction of its organization, and 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 from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of each such Loan Party); (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying; (A) that attached thereto is a true and complete copy of the Organization Documents by-laws (or 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 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 and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,; (C) that the Organization Documents certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above,; (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 (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; and; (iii) a certificate of a director or an 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 L/C Issuer on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) Except for matters to be completed following the Closing Date in accordance with Section 5.10(h), the The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than (i) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, or the delivery of stock certificates, (ii) the security agreement giving rise to the security interest therein and (iii) results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties and their Subsidiaries, and such search results shall reveal no liens on any assets of the Companies and their subsidiaries except for Permitted Liens and liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 5.02(d)), and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Parentthe Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment lien ) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, lien searches with the United States Patent and Trademark Office, United States Copyright Office and the Trademark Division of the Puerto Rico State Department 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 concurrently with the closing of the Transactions on the Closing Datereleased. (e) The Lenders shall have received (i) a solvency certificate substantially in the form of Exhibit B-1 and signed by the Chief Financial Officer of the Borrower and (ii) the Administrative Agent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company addressed to the Administrative Agent and the Lenders from time to time party to this Agreement, in each case reasonably satisfactory in form and substance to the Administrative Agent and the Joint Lead Arrangers, demonstrating the financial condition and Solvency of Holdings, the Borrower and its Subsidiaries on a consolidated basis after giving effect to this Agreement, all Term Loans under the Term Credit Agreement to occur on the Closing Date, the payment of the Special Dividend, the consummation of the Refinancing and all other elements of the Transaction to occur on the Closing Date and the incurrence of all Indebtedness related thereto. (f) The Term Credit Agreement shall be in full force and effect, all conditions to funding thereunder (other than delivery of a notice of borrowing) shall be satisfied, on the Closing Date, and the Borrower shall have obtained $325,000,000 of Term Loans thereunder. (g) All Indebtedness under amounts due or outstanding in respect of the Existing Credit Agreement shall have been, been (or shall be substantially concurrently with the initial borrowing hereunderclosing under this Agreement shall be) paid in full, repaid all commitments in respect thereof terminated and all commitments thereunder terminatedguarantees thereof discharged and released, and the Administrative Agent shall have received a customary payoff “pay-off” letter evidencing such repayment and terminationin respect thereof. (fh) The Lenders shall have received a customary solvency certificate signed by the Chief Financial Officer of Parent confirming financial information referred to in Section 4.05. (i) On the solvency of Parent and its subsidiaries on a consolidated basis Closing Date, after giving effect to the Transactions on and the Closing Dateother transactions contemplated hereby, (x) Holdings shall have outstanding no Indebtedness and the Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (i) the extensions of credit under this Agreement, (ii) the Term Loans under the Term Credit Agreement, (iii) the Senior Notes and (iv) other Indebtedness permitted pursuant to Section 7.01 and (y) after giving effect to the issuance of any Letters of Credit hereunder to backstop or otherwise replace any letters of credit outstanding under the Existing Credit Agreement, the Borrower shall have remaining Availability in an amount of not less than $75,000,000. (gj) The Agents shall Since December 31, 2010 there has been no event, development or circumstance that, individually or in the aggregate, has, had or would reasonably be expected to have received all a Material Adverse Effect. (k) All fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts and expenses due and payable pursuant to the Loan Documents on or prior to the Closing Date, pursuant to the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter or as may otherwise be agreed between the Company and the Arrangers shall have been paid (which amounts, at the option of the Company, may be offset against the proceeds of the Facilities), including, to the extent invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including reasonable fees, charges and disbursements of Fried, Frank, Harris, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llpLLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (hl) The Administrative Agent shall have received all insurance certificates satisfying the requirements of Section 6.02 of this Agreement. The Administrative Agent shall have received 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 (including to the Beneficial Ownership Regulation) that has been extent requested not less than five (5) Business Days prior to the Closing Date. (im) The Schedule to the ISDA Master Agreement dated January 9, 2012 between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and Noranda Aluminum, Inc. shall have been amended and restated and be on terms reasonably satisfactory to the Administrative Agent, and the Guarantee and Collateral Agreement, dated January 9, 2012, among Holdings, the Borrower, each of its subsidiaries identified therein, each secured swap party that is a party thereto from time to time, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as collateral agent, shall have been terminated and the Liens granted thereunder released. (n) The Administrative Agent shall have received a certificate, dated Borrowing Base Certificate effective as of the Closing Date and signed by last day of the Chief Financial Officer of Parent, confirming that: (i) on month immediately preceding the Closing Date, both before and after giving effect to the Credit Events and the other Transactions occurring on such date, no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date in which event such representations and warranties shall have been true in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects). For purposes of determining compliance with the conditions specified in this Section 4.025.02, 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 such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.