Common use of First Credit Event Clause in Contracts

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery telecopy transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing BankBank on the Closing Date, a favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇(i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel for the Borrower and the Subsidiary Loan Parties, in form and each substance reasonably satisfactory to the Administrative Agent and (ii) local counsel listed to the Subsidiary Loan Parties reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case, case (A) dated the Closing Date, (B) addressed to each Issuing BankBank on the Closing Date, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) customary certificates a copy of the certificate or articles of 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 Assistant 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 limited partnership or limited liability company, certified by the secretary or assistant secretary 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 certifying (A) that attached thereto is a true and complete copies copy of the organizational documents by-laws (or limited 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 customary 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 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 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 evidence document delivered in connection herewith on behalf of authorization 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; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) certificates of good standing from above; and (iv) such other documents as the secretary of state of Administrative Agent, the state of organization of each Loan PartyLenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) [Reserved]The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code, tax and judgment lien filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released and, with respect to all Uniform Commercial Code financing statements required to be filed pursuant to the Loan Documents, the Administrative Agent shall have received evidence satisfactory to it that the Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof. (e) [Reserved]The Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the terms and conditions of the Acquisition as set forth in the Acquisition Agreement, without material amendment, modification or waiver thereof which is materially adverse to the Lenders without the prior written consent of the Joint Lead Arrangers. (f) [Reserved]. (g) The Administrative Agent Lenders shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause . (g)) The Lenders shall have received a solvency certificate substantially in the form of Exhibit E and signed by the Chief Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions on the Closing Date. (h) [Reserved]. (i) 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 Commitment Letter and Loan Documents on or prior to the Fee Letter and Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Spalding LLP▇▇▇▇▇▇▇ LLP and U.S. local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse EffectDocument. (i) The Administrative Agent ratio of (i) pro forma consolidated Indebtedness of the Borrower and the Subsidiaries as of the Closing Date (after giving effect to the Transactions but excluding any Revolving Facility Borrowings on the Closing Date), to (ii) pro forma consolidated EBITDA of the Borrower and the Subsidiaries for the four-fiscal quarter period ended December 31, 2005, calculated in accordance with Schedule 1.01(a) shall not be greater than 4.0 to 1.0. (j) The Agents shall have received, at least three (3) five Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by bank regulatory authorities under applicable “"know your customer” " and Antianti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, defined in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfiedSection 9.19). (mk) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to certificate, dated the Closing Date (or 90 days in case such four-fiscal quarter period is the end and signed by a Responsible Officer of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining confirming compliance with the conditions specified precedent set forth in this Section 4.024.02(i) and Section 4.01(b) and (c). Each Agent and each Lender, each Lender by delivering its signature page to this Agreement and funding a Loan on the Closing Date shall be deemed to have acknowledged receipt of and consented to, to and approved or accepted or each Loan Document and each other document required to be satisfied with each document or other matter required thereunder to be consented to or approved by any Agent 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 Lender, as applicable, on the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial BorrowingDate.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and each Issuing BankLenders, a favorable written opinion of ▇▇▇▇(i) Andrews Kurth LLP, Weisscounsel for the Loan Parties, Rifkind, and (ii) each ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as d local counsel for to the Loan Parties, and each counsel listed on Schedule 4.02(b)Parties as the Administrative Agent may reasonably request, in each case, case (A) dated the Closing Date, (B) addressed to each Issuing Bankthe Administrative Agent, the Administrative Agent Arranger 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 and the Transactions as the Administrative Agent shall reasonably request and which are customary for transactions of the type contemplated herein, and the Loan Parties hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws 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, in the case of the Borrowers, the borrowings hereunder, in the case of each Loan Party, the granting of the Liens contemplated to be granted by it under the Security Documents and, in the case of each Guarantor, the Guaranteeing of the Obligations as contemplated by the Guarantee and Collateral Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Administrative Agent, the Arranger or the Lenders may reasonably request. (c) The Administrative Agent shall have received (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party a certificate, dated the Closing Date and certifying true and complete copies signed by a Financial Officer of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (iic) certificates of good standing from the secretary of state of the state of organization of each Loan PartySection 4.01. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each of the financial statements referred Borrowers, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each of each Loan Party and Holdings, (iii) a Mortgage covering each of the Mortgaged Properties, executed and delivered by a duly authorized officer of each Loan Party thereto, (iv) the Intellectual Property Security Agreements, executed and delivered by a duly authorized officer of each Loan Party thereto, (v) if requested by any Lender pursuant to in Section 3.05; provided2.04, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy a promissory note or notes conforming to the requirements of this clause Section 2.04 and executed and delivered by a duly authorized officer of the Borrowers and (g)vi) a Lender Addendum executed and delivered by each Lender and accepted by the Borrowers. (he) [Reserved]The Administrative Agent, for the ratable benefit of the Secured Parties, shall have been granted on the Closing Date perfected Liens on the Collateral (subject, in the case of all Collateral other than Pledged Collateral, only to Liens expressly permitted by Section 6.02) and shall have received such other reports, documents and agreements as the Administrative Agent shall reasonably request and which are customarily delivered in connection with security interests in real property assets. The Pledged Collateral shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Administrative Agent, for the ratable benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the possession of the Administrative Agent. (if) The Agents Administrative Agent shall have received all fees payable thereto a duly executed Perfection Certificate dated on or prior to the Closing Date. The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to each of the Loan Parties that shall be Subsidiary Guarantors or shall otherwise have assets that are included in the Collateral, and such search shall reveal no Liens on any Lender of the assets of each of the Loan Parties except, in the case of Collateral other than Pledged Collateral, for Liens expressly permitted by Section 6.02 and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Commitment Letter Administrative Agent. (g) The Borrowers shall have received not less than $35,000,000 in gross cash proceeds from borrowings under the Term Loan Agreement. (h) After giving effect to the Transactions and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket feesother transactions contemplated hereby, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and other extensions of credit hereunder, (ii) borrowings under any the Term Loan Document Agreement and (iii) the Indebtedness set forth on Schedule 6.01. The Borrowers shall have repaid all amounts outstanding under the Existing Credit Facility. The Administrative Agent shall have received satisfactory evidence that (i) the Existing Credit Facility shall have been terminated, all amounts then due and payable or prior to become due and payable (other than indemnification obligations not yet having been requested) thereunder shall have been paid in full and all commitments and reimbursement obligations thereunder shall have been terminated and (ii) satisfactory arrangements shall have been made for the Closing Date (which amounts may be offset against the proceeds termination of the Loans)all Liens granted in connection therewith, in each case, case on terms and conditions satisfactory to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse EffectAdministrative Agent. (i) The Administrative Agent shall have received, at least three received (3i) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested financial statements described in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act Section 3.05 and (ii) unaudited combined preliminary special purpose balance sheets and related statements of income, stockholders' equity and cash flows of PALCO and Britt prepared in accordance with GAAP (except for the exclus▇▇▇ of PALCO's wholly owned subsidiaries Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis), for March, 2005 and year-to-date through March, 2005. (j) The Administrative Agent shall have received projections of the Loan Parties for the years 2005 through 2006 and for the quarters beginning with the second fiscal quarter of 2005 and through the fourth fiscal quarter of 2006, in form and substance satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received a certificate from the chief financial officer of PALCO certifying that each of the Loan Parties, after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (l) All material governmental and third party consents and approvals with respect to the Transactions and the other transactions contemplated hereby to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationrequired shall have been obtained, at least two (2) days prior all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or, to the Closing Dateknowledge of any Loan Party, any Lender threatened, that has requestedcould reasonably be expected to restrain, in a written notice to prevent or impose materially burdensome conditions on the Borrower at least ten (10) Business Days prior to Transactions or the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)other transactions contemplated hereby. (m) The Administrative Agent shall have received a pro forma consolidated balance sheet all documentation and related pro forma consolidated statement of income of other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.U.S.A.

First Credit Event. On or prior to the Closing Restatement Effective Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings Holdings, each Borrower, the Issuing Bank and the Borrower Required Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery telecopy transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ O’Melveny & ▇▇▇▇▇▇▇▇ LLP, as special counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Restatement Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received (i) customary such documents and certificates of as the Secretary or Assistant Secretary or similar officer Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party dated Party, the Closing Date and certifying true and complete copies authorization of the organizational documents of transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or such Loan Party attached thereto transactions, all in form and customary resolutions or other evidence of authorization substance reasonably satisfactory to the Administrative Agent and (ii) certificates of good standing from such other documents as the secretary of state of Administrative Agent and any Issuing Bank may reasonably request all in form and substance reasonably satisfactory to the state of organization of each Loan PartyAdministrative Agent and the Issuing Bank. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Restatement Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Commitment Letter and Loan Documents on or prior to the Fee Letter and Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King Cravath, Swaine & Spalding ▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing DateDocument. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (ie) The Administrative Agent shall have received, at least three (3) Business Days prior for the account of each Lender that executed and delivered an executed copy of this Agreement to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent (or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (iiits counsel) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days or prior to 12:00 p.m., New York City time, on October 5, 2009, an amendment fee in an amount equal to 0.05% of the Closing Date, any Lender that has requested, in a written notice to outstanding aggregate principal amount of the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution Term Loans and delivery by Revolving Facility Commitments of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G heretodate. 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 Restatement Effective Date specifying its objection thereto and, in the case of a Borrowing, 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) and, where applicable, the Collateral Agent (or its counsel) shall have received (i) from each of Holdings and the Borrower Loan Party hereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery facsimile or PDF transmission of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this Agreement. , (bii) The Administrative Agent shall have receivedduly executed copies (or facsimile or PDF copies) of the Loan Documents by each Loan Party party thereto, (iii) duly executed copies (or facsimile or PDF copies) of any promissory notes requested by a Lender pursuant to Section 2.04(e) at least two (2) Business Day prior to the Closing Date, payable to each such requesting Lender, (iv) on behalf of itself, itself and the Lenders and each Issuing BankLenders, a favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇(A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan PartiesBorrower, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, and (B) each local counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, in each case (1) dated the Closing Date, (2) addressed to the Administrative Agent, the Collateral Agent and the Lenders, and (3) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent and the Collateral Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions and (v) a deposit account control agreement with respect to each Collateral Account in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Borrower. (b) All legal matters incident to this Agreement, the Loans and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (c) The Administrative Agent shall have received (i) customary certificates a copy of the certificate or articles of incorporation, certificate of formation or other constitutive documents, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or, in each case, a comparable governmental official, if available); (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 copies copy of the organizational documents by-laws or operating, management or partnership agreement, as applicable, of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and customary complete copy of resolutions duly adopted by the board of directors, board of managers or members or other evidence governing body, as applicable, of authorization such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation or other constitutive documents, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) certificates of good standing from above; and (iv) such other documents as the secretary of state of Lenders or the state of organization of each Loan PartyAdministrative Agent may reasonably request. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received a certificate, dated the financial statements referred to Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g)4.01. (he) [Reserved]. (i) The Agents Each of the Administrative Agent and the Collateral Agent shall have received all fees Fees and other amounts due and payable thereto or to any Lender on or prior to the Closing Date pursuant Date, including, to the Commitment Letter and the Fee Letter and extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties Borrower hereunder or under any other Loan Document Document. (f) The Collateral Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Collateral Document. (g) Each document (including any Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to Permitted Collateral Liens), shall have been filed, registered or recorded or delivered to the Administrative Agent in proper form for filing, registration or recordation. The Collateral Agent shall have received all Pledged Collateral (as defined in the U.S. Security Agreement) required to be delivered to the Collateral Agent pursuant to the Security Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Party in blank and such other instruments or documents as are necessary to perfect the Collateral Agent’s Lien or as the Collateral Agent may reasonably request. (h) The Administrative Agent and the Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date (which amounts may be offset against the proceeds and duly executed by a Responsible Officer of the Loans)Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each casecase as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.06 or have been or will be contemporaneously released or terminated. (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (j) The Lenders shall have received the financial statements and opinions referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Administrative Agent shall have received a certificate, in form and substance satisfactory to the Administrative Agent, from the chief financial officer of the Borrower certifying that the Borrower and the Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (l) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent invoiced required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (m) The Lenders shall have received, at least three Business Days prior to the Closing Date. (j) 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 extent requested sufficiently in such definitionadvance thereof, the Collateral and Guarantee Requirement shall be satisfied an IRS Form W-9 (or waived) as of the Closing Date. (k) Since December 26other applicable tax form), 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, and all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA PATRIOT Act and Act. (iin) to To the extent the that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days three Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Datesufficiently in advance thereof, a Beneficial Ownership Certification in relation to the Borrower Borrowers shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)Certification. (mo) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), prepared after 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed Unrestricted Cash of not less than $250.0 million and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available deliver to the Administrative Agent such Lender’s ratable portion a Certificate of the initial BorrowingUnrestricted Cash to that effect.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each a certificate, dated the Closing Date and signed by a Financial Officer of Holdings the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and the Borrower (ic) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this AgreementSection 4.1. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees and other amounts due and payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any the other Loan Document Documents on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (jc) Except as set forth The Existing Credit Arrangement shall have been or shall simultaneously with the Credit Events occurring on the Closing Date be terminated, all loans outstanding and other amounts owed to the lenders thereunder shall have been or shall simultaneously with such Credit Events be paid in Schedule 5.12 full. (which, for d) The Agent shall have received from the avoidance of doubt, shall override the applicable clauses Borrower at least four (4) Business Days' prior written notice of the definition of “Collateral and Guarantee Requirement”) and subject date designated by the Borrower to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there ; the Agent shall have promptly notified each of the Lenders of the date designated as the Closing Date; and the Agent shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days received prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, written notice from any Lender that has requested, in a written notice one or more of the conditions precedent to the Borrower at least ten (10) Business Days prior to initial funding of the Loans on the Closing DateDate have not been satisfied. 4-39 (e) The Lenders, a Beneficial Ownership Certification in relation to or the Borrower Agent on behalf of the Lenders, shall have received from the Borrower the Notes and such Beneficial Ownership Certification (provided that, upon other documents as the execution and delivery by such Lender of its signature page to this AgreementAgent, the condition set forth Lenders or their counsel may request, including, without limitation, those documents listed on the List of Closing Documents substantially in this clause (ii) the form attached hereto as Exhibit F, each of which documents shall be deemed in form and substance satisfactory to be satisfied)the Lenders and the Agent. (mf) There shall be no litigation or administrative proceeding or other legal or regulatory developments, actual or threatened (including any proposed statute, rule or regulation), that, in the judgment of the Lenders, involve a reasonable possibility of a Material Adverse Effect or a material adverse effect on the Acquisition. (g) The Administrative Agent shall have received a pro forma consolidated balance sheet the favorable written opinions of counsel of Borrower and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior Seller that are required to be delivered pursuant to the Closing Date (or 90 days in case such four-fiscal quarter period is the end Purchase Agreement and of the Borrower’s Fiscal Year), prepared after giving effect Borrower and Nebraska Cellular Telephone Corporation that are required to be delivered pursuant 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 statement of income); providedMerger Agreement, which opinions shall state that the pro forma financial statements (i) shall be prepared in good faith by Agent and the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R))Lenders may rely thereon. (nh) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender There shall not have made available occurred, since the Documentation Completion Date, any change that could reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the Administrative Agent such Lender’s ratable portion of the initial BorrowingAcquisition.

First Credit Event. On or prior to The initial Credit Event on the Closing DateDate (and the obligations of the Lenders and/or the Issuing Bank, as applicable, in respect thereof) shall be subject to satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower party either (i) a counterpart of this Agreement and each other Loan Document (other than the Escrow Agreement and any Loan Document to be delivered pursuant to Section 5.15) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery telecopy or other electronic transmission of a signed signature page of this Agreement by facsimile or and each such other means of electronic transmission (e.g., “pdf”)Loan Document) that such party has signed a counterpart of this Agreement.Agreement and each such other Loan Document; (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, the Issuing Banks and each Issuing Bankthe Lenders, a the favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) Parties in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating Agent, dated the Closing Date and addressed to the Loan Documents as Administrative Agent, the Administrative Agent shall reasonably request.Collateral Agent, the Issuing Banks and the Lenders; (c) The Administrative Agent shall have received with respect to the Borrower and each other Loan Party (i) customary certificates Organizational Documents certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or jurisdiction of its incorporation, formation or organization, where applicable, and certified by a Secretary or Assistant Secretary of such Loan Party to be true and complete as of the Closing Date, and a certificate as to the good standing of such Loan Party in such jurisdiction; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party substantially in the form of Exhibit Q dated the Closing Date and certifying (A) that attached thereto is a true and complete copies copy of the organizational documents limited liability company agreement, limited partnership agreement or bylaws, as applicable, or, in the case of the Borrower, the LP Agreement, as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party attached (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, formation or organization, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and customary resolutions (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other evidence document delivered in connection herewith on behalf of authorization such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party.above; (d) [Reserved].The Administrative Agent and the Collateral Agent shall have received, on or before the Closing Date, all documents and instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested by the Collateral Agent (to the extent required by the Guarantee and Collateral Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Collateral Agent for such filing, registration, publication or recordation shall have been made; (e) [Reserved].The Collateral Agent shall have received from the applicable Loan Parties, with respect to each Mortgaged Property specified on Schedule 1.01(a), the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Collateral Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Encumbrances and shall be prior and superior in right to any other Person other than with respect to Permitted Priority Encumbrances, in each case, applicable to such Mortgaged Property; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to and reasonably required by the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, other than Permitted Encumbrances, and providing for such other affirmative insurance and endorsements (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property), provided that such affirmative insurance and endorsements are available in the applicable jurisdictions at commercially reasonable rates, and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable and are available in the relevant jurisdiction; (iii) Either (x) American Land Title Association/American Congress on Surveying and Mapping form surveys or such other forms of surveys as are reasonably acceptable to Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before the Closing Date (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than (a) Permitted Encumbrances and (b) encroachments and other defects reasonably acceptable to the Administrative Agent, or (y) in lieu of such aforementioned surveys, such affidavits, certificates, information and/or instruments of indemnification as may be reasonably acceptable to the title companies issuing the Mortgage Policies in order to issue the applicable Mortgage Policies in accordance with Section 4.02(e)(ii); (iv) policies or certificates of insurance of the type required by Section 5.02; (v) evidence of flood insurance required by Section 5.02(c), in form and substance reasonably satisfactory to Administrative Agent; (vi) all such other items as shall be necessary in the reasonable opinion of counsel to the Lenders to create a valid and perfected first priority mortgage Lien on such Mortgaged Property, subject only to Permitted Encumbrances; and (vii) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and validity of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; (f) [Reserved]. (g) The Administrative Agent shall have received certified copies of the financial statements referred to in Section 3.05; providedRelated Documents, that duly executed by the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause parties thereto; (g).) [reserved]; (h) [Reserved]. Prior to or substantially simultaneously with the making of the initial Loans, the Transactions (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to other than the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLPDistribution) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect.been consummated; (i) The Administrative Agent shall have receivedreceived (i) the unqualified audited financial statements of Enviva Partners, at least three (3) Business Days prior to LP Predecessor for the Closing Datefiscal years ended December 31, all documentation 2012, December 31, 2013 and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering LawsDecember 31, rules and regulations, including without limitation the USA PATRIOT Act 2014 and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a customary pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Restricted Subsidiaries on a consolidated basis as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year)December 31, 2014, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date date; provided that, the financial statements shall have been prepared in all material respects in accordance with GAAP; (j) The Administrative Agent shall have received financial projections of the Borrower and its Restricted Subsidiaries through the fiscal year ending December 31, 2019, which will be prepared on a basis consistent in all material respects with the Projections; (k) The Administrative Agent shall have received a Solvency Certificate signed by a Financial Officer; (l) The Administrative Agent shall have received a certificate substantially in the form of Exhibit R signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (b) and (c) of Section 4.01 and clause (h) of this Section 4.02; (m) The Arrangers and the Administrative Agent shall have received, to the extent invoiced at least two (2) Business Days prior to the Closing Date, all Fees and other amounts due and payable on or prior to the Closing Date pursuant to the Loan Documents (which, in the case of such balance sheet) Fees for the account of the Lenders, the Administrative Agent shall promptly pay to the Lenders), including reimbursement or at the beginning payment of such period (in the case of such statement of income); provided, that the pro forma financial statements (i) shall all out-of-pocket expenses required to be prepared in good faith reimbursed or paid by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions Loan Parties hereunder or under any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).other Loan Document; (n) The Payment Directive in respect of the Existing Securitization Facility Administrative Agent shall have been executed received copies of a recent Lien and delivered judgment search in each jurisdiction reasonably requested by the Administrative Agent at least five (5) Business Days prior to the Administrative Agent.Closing Date with respect to the Loan Parties; (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer Borrower’s insurance broker or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed evidence reasonably satisfactory to have consented to, approved or accepted or it that all insurance required to be satisfied maintained pursuant to Section 5.02 is in full force and effect, together 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 endorsements naming the Administrative Agent responsible for or the transactions contemplated by Collateral Agent as additional insured or loss payee thereunder to the Loan Documents extent required under Section 5.02; and (p) The Administrative Agent shall have received notice from such Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, at least five (5) days prior to the Closing Date specifying its objection thereto and, that has been reasonably requested by any Lender at least ten (10) days in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion advance of 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 of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Lenders, the Swingline Lender and each the Issuing Bank, a favorable written opinion of ▇▇▇▇Torys LLP, WeissStewart McKelvey Stirling Scales, RifkindPWC Landwell, ▇▇▇▇▇▇▇ A. M. Moura & ▇▇▇▇▇▇▇▇▇▇▇ LLP▇▇▇▇edade de Advogados RL, as and Walkers, counsel for the Loan PartiesBorrowers, and each counsel listed on Schedule 4.02(b), in each case, which opinions shall be (Ai) dated the Closing Date, (Bii) addressed to each the Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (Ciii) in form and substance reasonably satisfactory to the Administrative Agent covering Agent. The Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters relating incidental to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. Each of the Loan Documents as shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent shall reasonably requestAgent. (c) The Administrative Agent shall have received (i) customary certificates a certificate of good standing or equivalent of each Loan Party from the Secretary of State of the State of its organization (or the equivalent from its jurisdiction of organization); (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 copies copy of the organizational certificate or articles of incorporation or other constitutive documents and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions (or other necessary action) described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party (or other necessary action) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other constitutive documents of such Loan Party attached have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or as otherwise certified by such Secretary or Assistant Secretary, and customary resolutions (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other evidence document delivered in connection herewith on behalf of authorization such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Partyabove. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received a certificate, dated the financial statements referred to Closing Date and signed by a Financial Officer of the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g)4.01. (h) [Reserved]. (ie) The Agents Administrative Agent shall have received all fees Fees and other amounts due and payable thereto or to any Lender on or prior to the Closing Date pursuant Date, including, to the Commitment Letter and the Fee Letter and extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties Borrowers hereunder or under any other Loan Document on Document. (i) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect and each document (including each Uniform Commercial Code financing statement and PPSA Filing) required by law or prior reasonably requested by the Administrative Agent or the Collateral Agent to the Closing Date (which amounts may be offset against the proceeds filed, registered, recorded or delivered in order to create in favor of the Loans)Collateral Agent a valid, in each case, legal and perfected first-priority (except to the extent invoiced at least three Business Days prior otherwise provided therein) security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Security Documents shall have been prepared and delivered to the Collateral Agent or otherwise delivered for filing, recordation or registration, together with any and all duties, taxes or other fees payable in connection therewith, on the Closing Date. (ii) The Borrowers shall have delivered, or caused to be delivered, the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) to the Collateral Agent in compliance with Section 3.02 of the Guarantee and Collateral Agreement. (iii) The Borrowers shall have delivered, or caused to be delivered, the Pledged Securities and Instruments (as defined in the Canadian Security Agreement) to the Collateral Agent in compliance with Section 2.3(3) and (6) of the Canadian Security Agreement. (iv) The Borrowers shall have delivered, or caused to be delivered, to the Administrative Agent Control Agreements in respect of all Securities Accounts and Deposit Accounts as required by Section 6.09 and the applicable provisions of the Security Documents including, without limitation, Section 4.04 of the Guarantee and Collateral Agreement. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Corel, and shall have obtained the results of a search of the Uniform Commercial Code filings (or equivalent filings including PPSA Filings) made with respect to the Loan Parties in the States or provinces (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) All of the Equity Interests of each Subsidiary shall be owned by Corel or one or more of its Subsidiaries, in each case, free and clear of any Liens other than Liens expressly permitted by Section 6.02. (i) All Governmental Authorizations and third party approvals (or arrangements satisfactory to the Lenders in lieu of such approvals) necessary in connection with the Transactions and the continuing operations of the Loan Parties shall have been obtained and be in full force and effect, and all material waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the transactions contemplated herein. There shall not exist any judgment, order, injunction or other restraint prohibiting, or imposing materially adverse conditions upon, or making economically unfeasible, the funding of the Facilities or any other elements of the Transactions. Each element of the Transactions shall be in compliance with all applicable Laws. (j) Except as set forth The Administrative Agent shall have completed, to its satisfaction, its due diligence investigation (including, but not limited to, financial, property, business, regulatory, legal, accounting, environmental and corporate entity diligence) in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses respect of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing DateLoan Parties. (k) Since December 26There shall exist no material event of default (or condition which would constitute an event of default with the giving of notice or the passage of time) under any Material Contract. (l) No event, 2020change or condition has occurred that, there individually or in the aggregate, has caused, or could reasonably be expected to cause, a Material Adverse Effect. (m) There shall not be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or Governmental Authority (including the Securities and Exchange Commission), and no regulatory change (foreign or domestic) or intervention by any Governmental Authority (foreign or domestic) shall have occurred or be continuing pending, either (A) seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of the funding hereunder, or any change, event of the other elements of the Transactions or occurrence (B) that has had or would be reasonably likely to result in a Material Adverse Effect. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreements shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrowers and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement and (b) Indebtedness set forth on Schedule 6.01. (o) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (p) The Administrative Agent shall have received a certificate from the chief financial officer of Corel certifying that Corel and the Subsidiaries, on a consolidated basis immediately before and immediately after giving effect to the Transactions to occur on the Closing Date, are solvent. (q) The Arrangers shall not have become aware of any information or other matter that (i) the Arrangers reasonably believe is inconsistent in a material and adverse manner with (A) any information or other matter disclosed to the Arrangers prior to October 17, 2005, or (B) any information or other matter obtained by the Administrative Agent during its due diligence investigation, or (ii) the Arrangers determine could reasonably be expected to have a Material Adverse Effect. (r) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the USA Patriot Act. (s) The following transactions shall have been or shall concurrently be consummated: (i) the Acquisition shall be consummated (x) for consideration equal to 4,322,587 common shares of Corel and the repayment of all outstanding Indebtedness under the WinZip Credit Agreement (excluding related fees and expenses), (y) in compliance with law and (z) in accordance with the Acquisition Documents, which shall be reasonably satisfactory to the Arrangers and no material provision thereof shall have been amended, waived or otherwise modified without the prior written consent of the Arrangers. The structure of the Transactions shall not be materially inconsistent with the structure previously disclosed to the Arrangers. The Administrative Agent shall have receivedreceived copies of each of the material Acquisition Documents, including any amendments, supplements or modifications with respect thereto, each certified by Corel to be true and correct copies; (ii) the ownership, management, corporate and legal structure of the Loan Parties, after giving effect to the Transactions, shall be satisfactory to the Lenders; and (iii) the IPO shall be consummated in compliance with law and Corel shall have received gross cash proceeds therefrom of at least three $80,000,000 and such proceeds shall have been used as described in the Commitment Letter or as otherwise agreed by the Arrangers. The structure of the IPO shall not be materially inconsistent with the structure previously disclosed to the Arrangers. (3t) Business Days The Lenders shall be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by Corel and its Subsidiaries and the Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.02. (u) The Credit Facilities shall have received ratings from S&P and Moody's. (v) The Lenders shall be reasonably satisfied t▇▇▇ ▇▇▇e of the Loan Parties has any material Environmental Liabilities and Costs. (w) The Arrangers shall be satisfied that the Total Leverage Ratio for the 12-month period ending as of the last month ended prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as on a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), prepared Pro Forma Basis 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 statement of income); providedTransactions, is no greater that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R))2.00:1.00. (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior As conditions precedent to the Closing Datefirst Credit Event hereunder: (a1) The Administrative Company shall have delivered or shall have had delivered to the Agent, in form and substance satisfactory to the Agent (or and its counsel, each of the following (with sufficient copies for each of the Lenders) shall have received and duly executed and certified as required: (i) This Agreement; (ii) The Security Agreement; (iii) A Guaranty and Guarantor Security Agreement from each of Holdings the Guarantors; (iv) The Additional Collateral Documents requested of the Company and the Borrower Guarantors by the Agent; (iv) UCC searches showing the filing and priority of all UCC filings made on behalf of the Agent for the benefit of the Lenders hereunder subject only to the security interests in and liens acceptable to the Agent in its sole and absolute discretion; (vi) Certified copies of resolutions of the Board of Directors of the Company and each of the Guarantors approving the execution and delivery of the Loan Documents to which such Person is party, the performance of the Obligations and the consummation of the transactions contemplated by the Loan Documents; (vii) A certificate of the Secretary or an Assistant Secretary of the Company and each of the Guarantors certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Loan Documents to which such Person is party; (viii) A copy of the Certificate or Articles of Incorporation of the Company and each of the Guarantors, certified by the Secretary of State of the State in which such Person is incorporated as of a counterpart recent date; (ix) A copy of the Certificate or Articles of Incorporation and Bylaws of the Company and each of the Guarantors, certified by the Secretary or an Assistant Secretary of such Person as of the date of this Agreement signed as being accurate and complete; (x) Certificates of good standing as of a recent date for the Company and each of the Guarantors from the Secretaries of State of California and each State in which such Person is incorporated or does business; (xi) A certificate of a Responsible Financial Officer of the Company in the form of that attached hereto as Exhibit D dated as of the Effective Date; (xii) Such UCC financing statements as are necessary to terminate all financing statements filed on behalf of such party or (ii) written BOW, as secured party, under the Existing Credit Agreement, accompanied by evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders that all Indebtedness of the Company secured by Liens on assets of the Company under the Existing Credit Agreement (other than the Pre-Existing Letters of Credit which will become Outstanding Letters of Credit hereunder on the Closing Date Effective Date) will be paid in full and the credit facility evidencing such Indebtedness terminated on or before the Effective Date; (Cxiii) Such opinions of counsel to the Company and the Guarantors as the Agent may request; and (xiv) A Compliance Certificate demonstrating in form and substance reasonably detail satisfactory to the Administrative Agent covering such matters relating to that the Loan Documents Company was in compliance with the financial covenants set forth in Paragraph 11(i) below at and as the Administrative Agent shall reasonably requestof September 30, 2003. (c2) The Administrative Agent shall have received All acts and conditions (i) customary certificates including, without limitation, the obtaining of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter necessary regulatory approvals and the Fee Letter and reimbursement making of any required filings, recordings or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLPregistrations) required to be reimbursed or paid by done and performed and to have happened precedent to the execution, delivery and performance of the Loan Parties hereunder or under any Loan Document on or prior Documents and to constitute the Closing Date (which amounts may be offset against the proceeds of the Loans)same legal, valid and binding obligations, enforceable in each caseaccordance with their respective terms, to the extent invoiced at least three Business Days prior to the Closing Dateshall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing DateAll documentation, all including, without limitation, documentation for corporate and other information about the Borrower and the Guarantors as has been reasonably requested legal proceedings in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply connection with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. 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 be satisfactory in form and substance to the Closing Agent and its counsel. If the Effective Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available occurred and the first Credit Event consummated on or before December 9, 2003 as a result of the failure of the conditions precedent thereto set forth above to have been met to the Administrative Agent such Lender’s ratable portion satisfaction of the initial BorrowingAgent or otherwise, then this Credit Agreement and any right of the Company to receive credit hereunder shall automatically terminate and be of no further force or effect.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itselfitself and the Lenders, a favorable written opinion of counsel for each of the Obligors (i) dated the Closing Date, and (ii) covering such other matters relating to the Loan Paper and the Transactions as the Administrative Agent shall reasonably request, and in form and substance acceptable to the Administrative Agent and its counsel. The opinions shall be addressed to the Administrative Agent and the Lenders. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder shall be reasonably satisfactory to the Lenders and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of Holding and each Issuing Bankof its Subsidiaries, certified as of a written opinion recent date by the Secretary of ▇▇▇▇State of the state of its organization, Weissand a certificate as to the good standing of Holding and each of its Subsidiaries as of a recent date, Rifkindfrom such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of the Obligors dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, ▇(B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Obligor authorizing the execution, delivery and performance of the Loan Papers to which such Obligor is a party and, as applicable, the Merger Agreement, and the borrowings hereunder, as appropriate, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Obligor has or have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing this Agreement, each Loan Paper, or any other document delivered in connection herewith on behalf of such Obligor and (E) that attached thereto is a true and complete copy of each of the Merger Agreement and the Merger Commitment as in effect on the Closing Date; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan PartiesAdministrative Agent, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 may reasonably request. (cd) The Administrative Agent shall have received (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party a Compliance Certificate, dated the Closing Date and certifying true and complete copies signed by a Financial Officer of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (iic) certificates of good standing from Section 4.01 hereof and paragraphs (f), (h), (i), and (j) of this Section 4.02 and certifying to the secretary fact that consummating the transactions contemplated by this Agreement would not cause a Default or Event of state of the state of organization of each Loan Party. (d) [Reserved]Default. (e) [Reserved]. (f) [Reserved]. (g) The Each Lender, NCMI and the Administrative Agent shall have received the financial statements referred to payment in Section 3.05; provided, that the filing full of such financial statements on Form 10-K all Fees and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees other amounts due and payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (jf) Except as set forth The Borrower shall have delivered to the Administrative Agent duly executed copies of each of the following documents and agreements, in Schedule 5.12 (which, for form and substance satisfactory to the avoidance of doubt, shall override Administrative Agent: this Agreement; the applicable clauses Fee Letters; the Security Agreement, the Pledge Agreement, accompanied by stock certificates evidencing the Capital Stock pledged thereby, together with stock powers executed in blank; and guaranties of the definition of “Collateral Obligations executed by the Guarantors. The Borrower shall have delivered promissory notes to each Lender evidencing the Loans, in form and Guarantee Requirement”) substance satisfactory to each such Lender and subject to the grace periods and post-closing periods set forth any other Loan Papers reasonably required by any Lender in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Dateconnection with this Agreement. (kg) Since December 26All governmental and third party approvals necessary or advisable in connection with the Transactions and the continuing operations of Holding and its Subsidiaries shall have been obtained and be in full force and effect, 2020and all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority which would restrain, there prevent or otherwise impose adverse conditions on the Transactions. (h) No action, suit, litigation or similar proceeding by or before any Governmental Authority shall not have occurred exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to the Transactions contemplated thereby or be continuing any changeotherwise, event or occurrence that has had or which would be reasonably expected likely in the reasonable opinion of the Required Lenders to have a Material Adverse Effect. (i) The structure and documentation of the Transactions contemplated thereby, and all corporate and other proceedings taken or to be taken and all documents incidental thereto, shall be reasonably satisfactory in form and substance to the Administrative Agent and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Administrative Agent, and each Lender shall have received copies of all such documents as such Lender, acting through the Administrative Agent, may reasonably request. All transactions necessary to consummate the Transactions shall have been completed. (j) The Administrative Agent shall have received copies of a description in detail satisfactory to the Administrative Agent describing all material pending litigation and, to the knowledge of the Borrower, threatened litigation in which each Obligor is a defendant. (k) The Administrative Agent on behalf of the Secured Parties shall have a first priority perfected security interest in the Collateral and the Administrative Agent shall have received: (i) an acknowledgment copy, at least three or other evidence satisfactory to the Administrative Agent, of the proper filing, registration or recordation of each document (3including each Uniform Commercial Code financing statement) Business Days prior required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in each jurisdiction in which the filing, registration or recordation is so required or requested in order to created in favor of the Administrative Agent for the benefit of the Secured Parties a valid, legal and perfected security interest in or Lien on the Collateral; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports from an independent search service satisfactory to the Administrative Agent, listing (A) any judgment naming the Holding or any Subsidiary as judgment debtor, (B) any tax lien that names the Holding or any Subsidiary as a delinquent taxpayer in any of the jurisdictions referred to in clause (iii) above and (C) any Uniform Commercial Code financing statement that names the Holding or any Subsidiary as debtor filed in any of the jurisdictions referred to in clause (i) above; and (iii) appropriate duly executed termination statements (Form UCC-3) signed by all persons disclosed as secured parties in the jurisdictions referred to in clause (i) above (other than holders of Liens permitted under Section 6.02) in form for filing under the Uniform Commercial Code of such jurisdictions. (i) The Equity Financing shall have been consummated on terms and conditions reasonably acceptable to the Administrative Agent; (ii) the Administrative Agent shall have received satisfactory evidence that the Borrower has received a net capital contribution in cash in respect of common and preferred equity in an amount, which when added to the Loans borrowed on the Closing Date, all documentation and other information about sufficient to permit the Borrower and to consummate the Guarantors as has been reasonably requested Stock Purchase in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under compliance with all applicable “know your customer” and Anti-Money Laundering Laws, rules and regulationsresolutions (including, including without limitation limitations, Regulations G, T, U and X), under the USA PATRIOT Act terms and conditions acceptable to the Administrative Agent and the Lenders in their sole discretion; and (iiiii) (A) the Target Revolving Facility shall have been completed pursuant to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition terms set forth in this clause the commitment letter dated November 26, 1996 provided by Fleet National Bank and on such other terms as are reasonably satisfactory to the Administrative Agent, (iiB) $16,000,000 shall have been funded thereunder to finance the Note Retirement and (C) such facility shall be deemed to be satisfied)in full force and effect. (m) Upon consummation of the Initial Stock Purchase, the Additional Stock Purchase and the Note Retirement, the Borrower shall own approximately 63% of the issued and outstanding shares of Target Stock (calculated on a fully diluted basis), which shall be sufficient (pursuant to the Target's charter documents and applicable law) to enable the Borrower (without the vote of any other shareholder) to approve the Merger; and the Administrative Agent shall have received satisfactory evidence that the Board of Directors of the Target shall have approved the Stock Purchase, the Note Retirement, the Merger and the other transactions contemplated by this Agreement. (n) The Administrative Agent shall have received a pro forma consolidated balance sheet copy of a Federal Reserve Form U-1 completed and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith duly executed by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agenteach Lender. (o) The Administrative Agent shall have received a solvency certificate from the chief audited and unqualified financial officer or other officer with equivalent duties statements of the Borrower in substantially the form Target as of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02November 2, 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 1996 for the transactions contemplated by fiscal year then ended, prepared in accordance with GAAP and Regulation S-X under the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto andSecurities Act of 1933, in the case of a Borrowingas amended, such Lender shall not have made available evidencing to the Administrative Agent such Lender’s ratable portion Agent's satisfaction that the Target's operating income before depreciation and amortization (calculated, on a pro forma basis after giving effect to the Transaction and to the acquisition of certain assets of Big Bear Stores, in accordance with Regulation S-X) for the initial Borrowingfiscal year ended November 2, 1996 is at least $21,000,000.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party Doc#: US1:15347125v11 attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-four- Doc#: US1:15347125v11 fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On the date of the Borrowing of the Interim Term Loans (the date such conditions are satisfied or prior waived, the “Closing Date”), the obligations of the Lenders to make Loans in an aggregate amount not to exceed the lesser of (x) the amount approved by the Bankruptcy Court and (y) $30,000,000 are also subject to the Closing Datesatisfaction (or waiver) of the following conditions: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower party to this Agreement (i) a counterpart of this Agreement signed on behalf of each such party (including via any electronic means) or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)imaging transmission) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and each Issuing BankLenders, a favorable written opinion of ▇▇▇▇Wachtell, WeissLipton, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b)Borrower, in each case, case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent Required Lenders, covering such matters relating to the Loan Documents customarily covered in opinions of this type as the Administrative Agent Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Required Lenders shall have received the Initial Budget (which shall include the initial 13-week projections as of a date not more than five (5) Business Days prior to the Closing Date). (d) The Administrative Agent and the Required Lenders shall have received (i) customary certificates a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copies copy of the organizational documents by-laws 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 customary complete copy of resolutions duly adopted by the Board of Directors (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other evidence document delivered in connection herewith on behalf of authorization such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) certificates of good standing from above; and (iv) such other documents as the secretary of state of the state of organization of each Loan Party. (d) [Reserved]Required Lenders may reasonably request. (e) [Reserved]The Administrative Agent and the Required Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (a) and (c) of Section 4.01. (f) [Reserved]Prior to or substantially simultaneously therewith, all fees, costs and expenses (including, without limitation, invoiced legal fees and expenses), in the case of costs and expenses and legal fees (but not other fees) to the extent invoiced at least two Business Days prior to the Petition Date required to be paid to the Agents and the Lenders in accordance with the terms hereof, if any, on or before the Closing Date shall have been paid in full in cash, in each case subject to and in accordance with the Interim Order. (g) The Administrative Guarantee and Collateral Agreement shall have been duly executed (including via any electronic means) by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons as indicated on the applicable schedules to the Guarantee and Collateral Agreement, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) [reserved]. (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent and the Lenders shall have received, at least three (3) five Business Days prior to the Closing Date, to the extent requested at least eight Business Days prior to the Closing Date, (i) all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent if the Borrower qualifies qualified as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to a customary certification regarding beneficial ownership required by the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification Regulation in relation to the Borrower Borrower. (l) The Petition Date shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)occurred. (m) The Bankruptcy Court shall have entered the Interim Order in form and substance reasonably satisfactory to the Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of Required Lenders within five (5) Business Days after the Petition Date, it being understood that drafts approved by counsel to the Administrative Agent and for the twelve-month period ending Required Lenders, on the last day of the most recently completed four-fiscal quarter period ended at least 45 days or prior to the Closing Petition Date (are reasonably satisfactory, and the Interim Order shall not have been vacated, reversed, modified, amended or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year)stayed, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) any modification or at the beginning of such period (amendment, in the case of such statement of income); provided, a manner that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation is adverse to the Transactions or any consummated acquisitionLenders, refranchising transaction or Investment (including adjustments without the consent of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805Required Lenders (and, Business Combinations (formerly SFAS 141R)with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the Administrative Agent or the Collateral Agent, to the Administrative Agent or the Collateral Agent, as applicable). (n) The Payment Directive in respect of the Existing Securitization Facility All First Day Orders shall have been executed entered by the Bankruptcy Court and delivered all such entered First Day Orders shall be reasonably satisfactory in form and substance to the Administrative AgentRequired Lenders, it being understood that counsel to the Required Lenders have reviewed drafts of all First Day Orders on or prior to the Petition Date and all such drafts are reasonably satisfactory. (o) The Administrative Agent No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner with enlarged powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties been appointed in any of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender Cases. (p) The RSA shall not have made available terminated and shall be in full force and effect. (q) The Borrower and its Subsidiaries shall have no outstanding Indebtedness other than Indebtedness permitted under this Agreement. (r) The Collateral Agent, for the benefit of the Secured Parties, shall have valid and perfected Liens on all DIP Collateral, to the Administrative Agent such Lender’s ratable portion of extent contemplated hereby, and pursuant to the initial Borrowingother Loan Documents, including the Interim Order.

First Credit Event. On or prior The initial Credit Event on the Original Closing Date (and the obligations of the Lenders and/or the Issuing Bank, as applicable, in respect thereof) shall be subject to satisfaction of the Closing Datefollowing conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower party either (i) a counterpart of this Agreement and each other Loan Document (other than any Loan Document to be delivered pursuant to Section 5.15) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery telecopy or other electronic transmission of a signed signature page of this Agreement by facsimile or and each such other means of electronic transmission (e.g., “pdf”)Loan Document) that such party has signed a counterpart of this Agreement.Agreement and each such other Loan Document; (b) The Administrative Agent shall have received, on behalf of itself, the Lenders Collateral Agent, the Issuing Banks and each Issuing Bankthe Lenders, a the favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) Parties in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating Agent, dated the Original Closing Date and addressed to the Loan Documents as Administrative Agent, the Administrative Agent shall reasonably request.Collateral Agent, the Issuing Banks and the Lenders; (c) The Administrative Agent shall have received with respect to the Administrative Borrower and each other Loan Party (i) customary certificates Organizational Documents certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or jurisdiction of its incorporation, formation or organization, where applicable, and certified by a Secretary or Assistant Secretary of such Loan Party to be true and complete as of the Original Closing Date, and a certificate as to the good standing of such Loan Party in such jurisdiction; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party substantially in the form of Exhibit Q dated the Original Closing Date and certifying (A) that attached thereto is a true and complete copies copy of the organizational documents limited liability company agreement, limited partnership agreement or bylaws, as applicable, or, in the case of the Administrative Borrower, the LP Agreement, as in effect on the Original Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party attached (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, formation or organization, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and customary resolutions (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other evidence document delivered in connection herewith on behalf of authorization such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party.above; (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to on or before the Original Closing Date, all documentation documents and other information about the Borrower and the Guarantors as has been instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Collateral Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent required by the Borrower qualifies as a “legal entity customer” Guarantee and Collateral Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Beneficial Ownership RegulationLoan Documents and all such documents and instruments shall have been so filed, at least two (2) days prior registered, published or recorded or other arrangements reasonably satisfactory to the Closing DateCollateral Agent for such filing, any Lender that has requestedregistration, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower publication or recordation shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).been made; (me) The Administrative Collateral Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of from the Borrower as of and for the twelve-month period ending applicable Loan Parties, with respect to each Mortgaged Property specified on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal YearSchedule 1.01(a), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower following documents and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.instruments:

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each the Issuing Bank, a favorable written opinion of (i) the General Counsel of the Borrower and its Subsidiaries and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Weissin connection with the Transactions and the Corporate Restructuring, Rifkindin each case (y) dated the Closing Date, and (z) covering such other matters relating to this Agreement, the Transactions and the Corporate Restructuring as the Administrative Agent shall reasonably request in form reasonably acceptable to the Administrative Agent and its counsel, and the Borrower hereby requests and instructs such counsel to deliver such opinions. The opinions shall be addressed to the Issuing Bank, the Administrative Agent and the Lenders. The Administrative Agent shall have also received copies of (i) all opinions delivered by each counsel to the Borrower and each of its Affiliates in connection with the Corporate Restructuring, and (ii) all opinions addressed to the Borrower or any of its Affiliates from counsel to any party in connection with the Corporate Restructuring, in each case, with reliance letters authorizing the Administrative Agent and the Lenders to rely on such opinions. (b) All legal matters incident to this Agreement, the Borrowings, the Corporate Restructuring, the Transaction and extensions of credit hereunder shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower and each of its Subsidiaries, except foreign organized Subsidiaries, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower and each of its Subsidiaries as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each of its Subsidiaries, except foreign organized Subsidiaries, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower and each of its Subsidiaries as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower and each of its Subsidiaries authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, as applicable, and that such resolutions have not been modified rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower and each of its Subsidiaries have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower and each of its Subsidiaries, (E) that attached thereto is a true and complete copy of the Acquisition Agreement, the Merger Agreement, the EDS Agreement and the Reorganization Plan, each as in effect on the Closing Date, and (F) that attached thereto is a true and complete copy of each of the Ascent Agreements as in effect on the Closing Date; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as P.C., counsel for the Loan PartiesAdministrative Agent, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 may reasonably request. (d) The Lenders shall have received a duly completed Compliance Certificate dated the Closing Date and executed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) The of ▇▇▇▇▇▇▇ ▇.▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇), (▇), (▇), (▇) and (k) of this Section 4.02, and demonstrating compliance by the Borrower with the provisions of Sections 6.09 and 6.10 hereof, and certifying to the fact that there exists no Default or Event of Default under the terms of this Agreement, and consummating the Agreement and making the initial Loans hereunder would not cause a Default or Event of Default. (e) Each Lender and the Administrative Agent shall have received (i) customary certificates payment in full of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date all Fees and certifying true other amounts due and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior Borrower hereunder. (f) The Borrower shall have delivered duly executed and completed copies to the Closing Date (which amounts may be offset against the proceeds each of the Loans)Lenders of each of the following documents and agreements, in form and substance satisfactory to each caseLender: this Agreement, applicable Fee Letters and guaranties of the Obligations executed by all Guarantors. The Borrower shall have delivered a promissory note to each Lender, in form and substance satisfactory to each such Lender, and any other Loan Paper reasonably required by any Lender in connection with this Agreement. (g) An order has been entered confirming the extent invoiced at least three Business Days prior Reorganization Plan, and the time for reconsideration, rehearing or new trial and the time to appeal or to seek a petition for review or certiorari has expired and no post-trial motion or request for review is pending. All notices to creditors required under Debtor Relief Laws in order to confirm such Plan have been made within the time required by Debtor Relief Laws. No condition to closing of either the Merger or the Acquisition has been waived by the Borrower. The Acquisition has been consummated (or will be consummated on the Closing Date) in accordance with the terms of the Acquisition Agreement and the Merger has been consummated (or will be consummated simultaneous with this Transaction) in accordance with the terms of the Merger Agreement. The Capital Stock of Spectradyne and all of the assets of Spectradyne are wholly owned by the Borrower (or will be wholly owned by the Borrower on the Closing Date) free and clear of any Liens in accordance with the terms of the Acquisition Agreement and the Reorganization Plan. There are no shareholders who have effectively exercised, or continue to have the right to effectively exercise, their appraisal rights with respect to the Capital Stock of OCV. (h) Except with respect to certain FCC licenses of Spectradyne described on SCHEDULE 4.02(h) hereto, all governmental and third party approvals necessary or advisable in connection with the Corporate Restructuring, the Transactions, and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority which would restrain, prevent or otherwise impose adverse conditions on the Corporate Restructuring or the Transactions. (i) There shall not have occurred any material change in the capitalization (whether in debt or in equity), corporate structure or assets of the Borrower or any of its Subsidiaries from that set forth in the S-4 Registration Statement. (j) Except as set forth No action, suit, litigation or similar proceeding by or before any Governmental Authority shall exist or, in Schedule 5.12 (whichthe case of litigation by a Governmental Authority, for be threatened, with respect to the avoidance of doubtCorporate Restructuring or the Transactions contemplated thereby or otherwise, shall override which would be likely in the applicable clauses reasonable opinion of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected Required Lenders to have a Material Adverse Effect. (ik) The structure and documentation of the Corporate Restructuring and the Transactions contemplated thereby, and all corporate and other proceedings taken or to be taken and all documents incidental thereto, shall be reasonably satisfactory in form and substance to the Administrative Agent and ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel for the Administrative Agent, and each Lender shall have receivedreceived copies of all such documents as such Lender, at least three acting through the Administrative Agent, may reasonably request. All transactions necessary to consummate the Corporate Restructuring shall have been completed in accordance with the terms and conditions of the Merger Agreement, the Acquisition Agreement and the Reorganization Plan. (3l) Business Days prior The Lenders shall have received a certification from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Closing DateLenders, all documentation and other information about as to the solvency of the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior its Subsidiaries on a consolidated basis after giving effect to the Closing Date by Corporate Restructuring and the Administrative Agent or consummation of the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)other transactions contemplated hereby. (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Ascent Loan Facility shall have been executed and delivered to the Administrative Agentclosed, or shall close simultaneously with, this Transaction. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss▇▇▇▇▇, Rifkind▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date.134 Doc#: US1:15347125v11 (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). . (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings and the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss▇▇▇▇▇, Rifkind▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved].. 130 Doc#: US1:15347125v11 (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).. 131 Doc#: US1:15347125v11 (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

First Credit Event. On In addition to the relevant conditions specified in the preceding Section 4.01, on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of Holdings the Parent, each Borrower and the Borrower Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement; provided that, pursuant to the Plan of Reorganization and the Confirmation Order, (A) each applicable holder of a DIP Claim as of immediately prior to the Closing Date shall be conclusively determined to have delivered (regardless of whether it actually does so) a counterpart to this Agreement in respect of a First-Out Term Commitment in an amount equal to such holder’s First-Out Term Commitment as set forth on Schedule 2.01 (which First-Out Term Commitment attributable to such holder shall be calculated in accordance with the Plan of Reorganization) and (B) each applicable holder of a First Lien Claim as of immediately prior to the Closing Date receiving Second-Out Term Loans pursuant to the Plan of Reorganization shall be conclusively determined to have delivered (regardless of whether it actually does so) a counterpart to this agreement in respect of a Second-Out Term Commitment in an amount equal to such holder’s Second-Out Term Commitment as set forth on Schedule 2.01 (which Second-Out Term Commitment attributable to such holder shall be calculated in accordance with the Plan of Reorganization). (b) [Reserved.] (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or Director or similar officer of each Loan Party (other than the Lux Loan Parties) dated the Closing Date and certifying: (i) a copy of the 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, (1) certified (to the extent available and customary in any non-U.S. jurisdiction) by the Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary or Director or similar officer 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 and its use is customary 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 Governmental Authority in the case of any Loan Party organized outside the United States of America), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) (to the extent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) 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 (iv) below, (iv) 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), and, if applicable, by the shareholders of such Loan Party (whether by way of shareholders’ meeting or written resolution or otherwise), 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 Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (v) as to the incumbency and specimen signature of each director, officer or authorized signatory executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (vi) in respect of each Irish Loan Party, (A) it and each other Loan Party constitutes a group of companies for the purposes of section 243 of the Irish Companies Act 2014 consisting of the Parent as holding company and each other Loan Party as a subsidiary and (B) its entry into the Loan Documents and performance of the transactions thereby contemplated would not constitute unlawful “financial assistance” within the meaning of section 82 of the Irish Companies Act 2014. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Parent and each Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Collateral Agent and the Required Lenders that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Collateral Agent and the Required Lenders for such release shall have been made). (e) Substantially concurrently with the initial funding under this Agreement, the Plan of Reorganization shall be substantially consummated. (f) The Administrative Agent shall have received, in respect of each Lux Loan Party, a manager’s or director’s certificate dated as of the Closing Date and signed by a manager or director of such Lux Loan Party, certifying the following items: (i) an up-to-date copy of the articles of association of such Lux Loan Party, (ii) an electronic copy of an excerpt of the Luxembourg Trade and Companies Register (R.C.S Luxembourg) dated no earlier than 1 (one) Business Day prior to the Closing Date and (iii) an up-to-date true certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire) pertaining to such Lux Loan Party of a recent date, issued by the Luxembourg Trade and Companies Register (R.C.S Luxembourg) no earlier than 1 (one) Business Day prior to the Closing Date and reflecting the situation of the Lux Borrower one day before, (iv) copies of the true, complete and up-to-date board resolutions approving the entry by such Lux Loan Party into, among others, the Loan Documents, and (v) copies of a specimen of signatures for each of the directors, managers or authorized signatories having executed for and on behalf of itselfsuch Lux Loan Party respectively the Loan Documents. (g) The Agents shall have received all fees payable thereto or to any Lender pursuant to hereunder or under any Loan Documents on or prior to the Closing Date and, to the extent invoiced at least two Business Days prior to the Closing Date and subject to any limitations on such reimbursement set forth in the Final DIP Order (including, without limitation, the Lenders 2025 Fee Cap (as defined in the Final DIP Order)), reimbursement or payment of all reasonable and each Issuing Bankdocumented out-of-pocket expenses (including reasonable fees, a written opinion charges and disbursements of ArentFox Schiff LLP, ▇▇▇▇, Weiss▇▇▇▇▇, Rifkind▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative 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 (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying true and complete copies of the organizational documents of such Loan Party attached thereto and customary resolutions or other evidence of authorization and (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King ▇▇▇▇ & Spalding ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (jh) Except as set forth in the last paragraph of Section 5.10 and 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 waivedwaived in accordance with Section 9.08) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received a copy of a letter appointing ST Shared Services LLC, a Delaware limited liability company, as Process Agent pursuant to Section 9.15(c) in form and substance satisfactory to the Administrative Agent and the Required Lenders. (j) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of local counsel for the Parent and each Loan Party that is a Foreign Subsidiary (or, to the extent customary in any foreign jurisdiction, local counsel to any of the Agents) (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Required Lenders covering such customary foreign law matters relating to the Loan Documents as the Administrative Agent, the Collateral Agent and Required Lenders shall request. (k) To the extent requested at least ten (10) Business Days before the Closing Date, the Borrower shall have provided to the Administrative Agent the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act, in each case at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender▇▇▇▇▇▇’s ratable portion of the initial Borrowing. Notwithstanding anything to the contrary, it is understood that to the extent any Collateral may not be perfected by (A) the filing of a Uniform Commercial Code financing statement, (B) taking delivery and possession of a stock certificate of each Borrower and any Guarantor organized or incorporated in Luxembourg, Switzerland, the United Kingdom, Ireland, the Netherlands or the United States or any State thereof, the Equity Interests of which are certificated and are required to be pledged or charged pursuant this Agreement or (C) the filing of a short-form security agreement with the United States Patent and Trademark Office or the United States Copyright Office, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date after the use of commercially reasonable efforts by the Parent and each Borrower to do so and without undue burden and expense, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the initial Credit Event but, instead, 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 of Holdings and the Borrower (i) each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (iib) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)Agreement) that such party has signed a counterpart of this Agreement, (ii) Borrower duly executed Notes payable to the order of each Lender in a principal amount equal to its Revolving Facility Commitment dated as of the Closing Date, and (iii) each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Guaranty Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing BankBank on the Closing Date, a favorable written opinion opinions of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPL.L.P., as special U.S. counsel for the Loan Parties, Van ▇▇▇▇▇▇ ▇▇▇▇, special Dutch counsel for Frank’s International C.V. and Oilfield Equipment Rental B.V., and Orion Law, special British Virgin Islands counsel for Frank’s International West Africa (BVI) Limited and Frank’s International (BVI) Limited, each counsel listed on Schedule 4.02(b), in each case, form and substance reasonably satisfactory to the Administrative Agent (A) dated the Closing Date, (B) addressed to each Issuing BankBank on the Closing Date, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such 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 in the case of each Loan Party each of the following: (i) customary certificates a copy of the certificate or articles of 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 case of a company organized under the laws of the Netherlands, issued as a true copy by the relevant civil-law notary, with an excerpt from the trade register in the Netherlands, (B) in the case of any other corporation, certified as of a recent date by the Secretary of State (or other similar official) 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 (C) in the case of a partnership of or limited liability company, certified by the Secretary or Assistant Secretary Secretary, or the general partner, managing member or sole member, of each such Loan Party; and (ii) a certificate of the Secretary, Assistant 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 certifying: (A) that attached thereto is a true and complete copies copy of the organizational 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 customary complete copy of resolutions duly adopted by the governing body of such Loan Party (or other evidence of authorization its managing general partner or managing member) authorizing the execution, delivery and (ii) certificates of good standing from the secretary of state performance of the state Loan Documents to which such Person is a party and, in the case of organization the Borrower, the borrowings 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 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, 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. (d) [Reserved]The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the Borrower has received all governmental and third party consents, licenses, and approvals necessary for the consummation of the Transactions, all of which shall be in form and substance satisfactory to the Administrative Agent (or a statement that no such governmental or third party consents, licenses or approvals are required). (e) [Reserved]. (f) [Reserved]. (g) The Administrative Agent Lenders shall have received the financial statements referred to in Section 3.05; provided. (f) After giving effect to the Transactions, that no Loan Party shall have any outstanding preferred equity or Indebtedness other than (i) the filing Loans and other extensions of such financial statements on Form 10-K credit under this Agreement and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (ii) other Indebtedness permitted pursuant to Section 6.01. (g)) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the chief financial officer or another Responsible Officer of the Borrower confirming the solvency of the Borrower and the Borrower’s Subsidiaries on a consolidated basis after giving effect to the Transactions. (h) [Reserved]There shall not have occurred since December 31, 2012, any event or condition that has had or would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (i) The Agents Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Commitment Letter and Loan Documents on or prior to the Fee Letter and Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing DateDocument. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received, at least three (3) Business Days prior received a certificate signed by a Responsible Officer of the Borrower as to the Closing Date, matters set forth in clauses (f) and (h) of this Section 4.02. (k) The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities with respect to the Borrower and other Loan Parties under applicable “know your customer” and Antianti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA U.S. PATRIOT Act and Act. (iil) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower The Administrative Agent shall have received such Beneficial Ownership Certification (provided that, upon evidence of insurance naming the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)Administrative Agent as additional insured with customary endorsements on Borrower’s liability insurance. (m) The Administrative Agent and each Lender shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior their due diligence to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R))their satisfaction. (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from evidence (i) that contemporaneously with the chief financial officer or other officer with equivalent duties this Agreement becoming effective, Frank’s International N.V. has closed its initial public offering, (ii) that FINV has contributed to Borrower all of FINV’s non-U.S. Subsidiaries and ▇▇▇▇▇▇ Holdings, Inc. has contributed all of its U.S. Subsidiaries to Frank’s International C.V. (excluding certain de minimis Subsidiaries) and Frank’s International C.V. has issued 100% of its general partnership interest to the Borrower as more fully described in FINV’s Registration Statement on Form S-1, as amended, and (iii) all of Borrower’s Indebtedness described in clauses (a) and (b) of the Borrower definition of “Indebtedness” has been repaid in substantially the form of Exhibit G heretofull. For purposes of determining compliance with The Administrative Agent is hereby authorized and directed to declare this Agreement effective when the conditions specified set forth in this Section 4.02, each Lender shall be deemed to 4.02 have consented to, approved or accepted or to be been 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 reasonable satisfaction of the Administrative Agent responsible for the transactions contemplated by the Loan Documents or waived as permitted herein. Such declaration shall have received notice from such Lender prior to the Closing Date specifying its objection thereto andbe final, in the case of a Borrowing, such Lender shall not have made available to conclusive and binding upon the Administrative Agent such Lender’s ratable portion of Agent, the initial BorrowingBorrower and the Lenders for all purposes.

First Credit Event. On or prior The occurrence of the Effective Date pursuant to Section 9.22 hereof is subject to the Closing Datesatisfaction (or waiver by the Administrative Agent) of the following conditions: (ai) The Administrative Agent (or its counsel) Bankruptcy Court shall have received from each of Holdings entered the Confirmation Order and the Borrower (i) a counterpart of this Agreement signed on behalf of such party Confirmation Order shall not have been reversed, modified, amended, stayed or vacated. (ii) written evidence reasonably satisfactory The Loan Parties shall be in compliance with all terms and conditions set forth in the Confirmation Order. (iii) The Plan of Reorganization shall have been substantially consummated or shall be substantially consummated concurrently with the funding of the Loans to be made on the Effective Date. (iv) The DIP Credit Agreement shall be concurrently repaid in full, all commitments relating thereto shall be concurrently terminated, and the Loan Parties shall have delivered to the Administrative Agent (which may include delivery of a signed signature page of this all documents or instruments necessary to terminate or release all liens or security interests related to the DIP Credit Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for the Loan Parties, and each counsel listed on Schedule 4.02(b), in each case, (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering Agent. (v) The appointment of at least five (5) of the seven (7) members of the Borrower’s board of directors and their ability to serve as directors and perform the duties of directors shall (x) comply with all applicable regulatory requirements and (y) have been approved, qualified, licensed, found suitable or otherwise permitted to serve in such matters relating capacity, as applicable, by all applicable Gaming Authorities. (b) Concurrently with the Effective Date, the Borrower shall issue to the Loan Documents Lenders on a pro rata basis in accordance with each Lender’s Commitment, Warrants to purchase 1,312,500 shares (or such other amount as may be agreed) of common stock of the Administrative Agent shall reasonably requestBorrower. (c) The Administrative Agent shall have received (i) customary certificates a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copies copy of the organizational documents by-laws of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and customary 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 hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other evidence document delivered in connection herewith on behalf of authorization such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Partyabove. (d) [Reserved]The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the provisions of Sections 2.04, 4.01(b) and 4.01(c). (e) [Reserved]The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date (or be reasonably satisfied that all Fees and other amounts due and payable will be paid on the Effective Date from the proceeds of the Loans), including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) [Reserved]Subject to Section 5.15, the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Effective Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest on the Effective Date in the Collateral of the type and priority described in the Security Documents (but subject to such Liens permitted under Section 6.02). (g) The Administrative Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain real property together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Lenders shall have received the financial statements referred to in Section 3.05; provided, that the filing of such financial statements on Form 10-K and Form 10-Q by Parent within the applicable time period will satisfy the requirements of this clause (g). (h) [Reserved]. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Commitment Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior to the Closing Date. (j) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (k) Since December 26, 2020, there shall not have occurred or be continuing any change, event or occurrence that has had or would be reasonably expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received a certificate in form reasonably satisfactory to it, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming that the Consolidated EBITDA of the Borrower, the Guarantors and their Subsidiaries (which for the avoidance of doubt includes any predecessor(s) of the Borrower, any Guarantors and any Subsidiaries for the purposes of any periods prior the Effective Date), for the twelve month period ending on December 31, 2009, is at least $35,000,000. (j) Each of the Security Documents, in form reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) title searches shall indicate that the Mortgaged Properties are not subject to any Lien other than those permitted under Section 6.02 hereto or the Collateral Agent has received evidence reasonably satisfactory to it that any such existing Lien will be released on the Effective Date, (iii) each of such Security Documents shall have been filed and recorded in the appropriate recording office in the jurisdiction in which the Mortgaged Property is located or shall have been delivered to the Administrative Agent or a nationally recognized title insurance company in a proper form for filing, recordation or registration in form and substance acceptable to the Collateral Agent as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) and, in connection therewith where filed or recorded, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing or recordation and (iii) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (i) Each of the Ship Mortgages, in form reasonably satisfactory to the Lenders, relating to each of the Vessels, shall have been duly executed and delivered to the Collateral Agent and shall be in full force and effect, (ii) (x) vessel abstracts shall indicate that the Vessels are not subject to any Lien of record other than Permitted Liens or (y) the Collateral Agent has received evidence reasonably satisfactory to it that any such Lien will be released on the Effective Date, (iii) each of such Ship Mortgages shall have been filed and recorded in the National Vessel Documentation Center and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing or recordation and (iv) the Collateral Agent shall have received legal opinions with respect to the Ship Mortgages and such other documents required to be furnished pursuant to the terms of the Ship Mortgages or as reasonably requested by the Collateral Agent or the Lenders; provided that, notwithstanding the foregoing, title insurance shall not be required. (l) Each of the Schedules, in form and substance reasonably satisfactory to the Administrative Agent, and each of the Exhibits to this Agreement shall have been delivered to the Administrative Agent. (m) The Borrower shall: (i) deliver to the Administrative Agent a Perfection Certificate with respect to the Loan Parties duly executed by a Responsible Officer of the Borrower; (ii) provide a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured; and (iii) provide to the Administrative Agent, on behalf of itself and the Lenders, a reasonably satisfactory written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower (A) addressed to the Administrative Agent and the Lenders and (B) covering certain matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby request such counsel to deliver such opinion. (n) The Lenders shall have received, at least three (3) Business Days prior to the Closing Dateextent requested, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least two (2) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)Act. (m) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s Fiscal Year), 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 statement of income); provided, that the pro forma financial statements (i) shall be prepared in good faith by the Borrower and do not need to comply with Article 11 of Regulation S-X and (ii) do not need to include adjustments for purchase accounting in relation to the Transactions or any consummated acquisition, refranchising transaction or Investment (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (n) The Payment Directive in respect of the Existing Securitization Facility shall have been executed and delivered to the Administrative Agent. (o) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G hereto. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.