Common use of Initial Credit Extension Clause in Contracts

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s and Guarantors’ counsel (which may include local counsel and in-house counsel), addressed to the Lenders, substantially covering the opinions set forth in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Datedate hereof, includingand, to the extent invoicedinvoiced prior to the date hereof, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations financial condition or condition (financial or otherwise), results of operations, or prospects of operations the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date2011. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all such consents and approvals are in full force and effect and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders and the Issuer shall not be required to make the initial Credit Extension hereunder unless each until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that all obligations under the Existing Credit Facility have been (or, concurrently with the initial Credit Extension hereunder, will be) paid in full and (c) all of the following conditions is satisfiedfollowing, in form and substance satisfactory to the Administrative Agent and each Lender, and in sufficient copies for each Lender: (ai) The Designated Agent shall have received executed counterparts Copies of each the articles or certificate of this Agreement incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, certified by the Guarantyappropriate governmental officer in its jurisdiction of incorporation. (bii) The Designated Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Borrowing Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's counsel), addressed to the Lenders, Administrative Agent and the Lenders in substantially the form of Exhibit A. (dvi) The Designated Agent shall have received any Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (fviii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, the applicable LC Issuer shall have received a properly completed Facility LC Letter of Credit Application. (gix) The Designated Agent shall have received all fees and other amounts due and payable on or prior A copy of the SEC Order authorizing the Borrower to incur the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid Indebtedness contemplated by the Borrower hereunderLoan Documents, certified by the Secretary or an Assistant Secretary of the Borrower. (h) There shall not have occurred a material adverse change (x) Written money transfer instructions, in substantially the businessform of Exhibit D, Propertyaddressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with the terms hereof, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of together with such other related money transfer authorizations as the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateAdministrative Agent may have reasonably requested. (ixi) The Designated Agent shall Such other documents as any Lender or its counsel may have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effectrequested. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer on behalf of the Borrower, stating that on as of the date of the initial Credit Extension hereof (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materialityrespects, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, Lenders substantially covering the opinions set forth in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing (or comparable status) of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer The Administrative Agent shall have received a properly completed Facility LC Applicationevidence satisfactory to it that any credit facility currently in effect for the Borrower shall have been terminated and cancelled and all Indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder, if any, shall have been terminated and released. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Datedate hereof for the account of each Lender, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), ) or results of operations, or prospects operations of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31October 1, 2012 2011 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effectfinancing. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect received evidence satisfactory to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, it that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, are in compliance in all material respects with all Environmental Laws and (iv) audited consolidated financial statements of the Borrower all health and its Subsidiaries for the fiscal year ended 2012safety statutes and regulations.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents): (i) Copies of the following conditions is satisfied: (a) The Designated articles or certificate of incorporation of the Borrower and each Guarantor, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent shall have received executed counterparts or any Lender to verify the identity of the Borrower and each Guarantor as required by Section 326 of this Agreement the USA PATRIOT Act, together with all amendments, and a certificate of existence/good standing, as applicable, each certified by the Guarantyappropriate governmental officer in its jurisdiction of incorporation. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by the Borrower or the applicable Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of counsel to the Borrower’s counsel (which may include in-house counsel)Borrower and the Guarantors, addressed to the Lenders, Administrative Agent and the Lenders in the form of Exhibit A.approved by the Administrative Agent. (dvi) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lenderof the Lenders. (evii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer of the Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further insurance certificate described in the list of closing documents attached as Exhibit I.Section 5.18. (fix) The fees due and payable in accordance with the Fee Letters. (x) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gxi) The Designated Agent shall Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or been paid by the Borrower hereunderin full. (hxii) There shall not Such other documents as any Lender or its counsel may have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to datereasonably requested. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article ARTICLE V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the a form of Exhibit A.approved by Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial current Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial condition, or otherwise), results of operations, or prospects operations of the Borrower and the Guarantors taken as a whole, since December March 31, 2012 2019 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) received unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132019. (l) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, and (iv) audited consolidated financial statements of the Borrower must have provided to such Lender the documentation and its Subsidiaries for other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the fiscal year ended 2012PATRIOT Act, in each case at least five days prior to the Effective Date. (m) At least five days prior to the Effective Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Borrower shall have delivered a Beneficial Ownership Certification in relation to Borrower.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedBorrower has furnished to the Agent with sufficient copies for the Lenders: (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of this Agreement and the Guarantyincorporation. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's and Guarantor's counsel), addressed to the Lenders, Lenders in substantially the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested A, and such other opinions as may be required by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderAgent. (evi) The Designated Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent shall and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have received such reasonably requested. (vii) Executed copies of all Guaranties, Collateral Documents and other documents in connection therewith requested by the Agent, together with all organizational documents and certificates relating to the organization, existence and good standing resolutions of the Borrower and each initial Guarantor, all necessary consents and other related documents in connection with the authorization Loan Documents and all UCC, judgment and other lien and encumbrance searches, title searches and insurance, surveys and other documents required by the Agent (other than such documents as may be allowed to be delivered post closing by the Agent). (viii) The insurance certificate described in Section 5.21. (ix) Copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with the execution, delivery and performance of the Loan Documents, or the transactions contemplated hereby or thereby or as a condition to the legality, validity or enforceability of the Loan Documents, certified as true and any other legal correct in full force and effect as of the date of this Agreement by a duly authorized officer of the Borrower. (x) Payment of all fees owing by the Borrower to the Lenders and the Agent and the Arranger as of the date of this Agreement. (xi) An Environmental Certificate executed by the Borrower together with all environmental audits and reports reasonably required by the Agent. (xii) Evidence of the completion of the Zenith Acquisition and all due diligence with respect to the Borrower and, its Subsidiaries, Zenith and its Subsidiaries and the Zenith Acquisition, including but not limited to, the review of all Zenith Acquisition Documents (including without limitation the Escrow Agreement and documents granting the Agent a security interest in the funds on deposit therein), all terms, conditions and provisions of the Zenith Acquisition, all final projections, all pro forma and prospective financial statements, audited year end financial statements for Zenith and the Borrower, all sources and uses statements, pro forma covenant compliance projections and certificates, the organizational structure of the Borrower and its Subsidiaries after the Zenith Acquisition, all environmental matters relating to Zenith, all appraisals and customer and supplier checkings acceptable to the Agent, and the form and structure, including without limitation the financial, legal, accounting, tax and all other aspects of the Zenith Acquisition (further including, without limitation, evidence satisfactory to the Agent that the Borrower and such GuarantorsZenith will be merging immediately after the closing of the Zenith Acquisition and making an election satisfactory to the Agent under Section 338(h)(10) of the Code), all of which shall be satisfactory to the Agent and its counsel. (xiii) Evidence satisfactory to the Agent that no Material Adverse Effect with respect to Zenith or any its Subsidiaries, the Loan Documents Borrower or any of its Subsidiaries or Trianon or any of its Subsidiaries since December 31, 1998. (xiv) Delivery of such other agreements and documents, and the transactions contemplated herebysatisfaction of such other conditions as may be reasonably required by the Agent, including without limitation a solvency certificate of the Borrower, a reliance letter from the auditors and accountants for the Borrower and for Zenith, such funding instructions, sources and uses certificate and other certificates required by the Agent and such evidence of the perfection and priority of all liens and security interests as required by the Agent, all of which shall be satisfactory to the Agent and its counsel. (xv) The execution and delivery of all Subordinated Debt Documents and any related documents and opinions in connection therewith required by the Agent, each in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationAgent. (gxvi) The Designated Agent shall have received all fees Such other documents and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement Loans and the Guaranty. obligation of any Issuing Lender to issue its initial Letter of Credit (bwhichever first occurs) The Designated Agent shall have received a certificateis, signed by in addition to the chief financial officer of conditions precedent specified in Section 12.2 and Section 12.3 (as applicable), subject to the Borrower, stating conditions precedent that on the date of (i) all Debt to Be Repaid has been (or concurrently with the initial Credit Extension borrowings will be) paid in full, and that all agreements and instruments governing the Debt to Be Repaid and that all Liens securing such Debt to Be Repaid have been (1or concurrently with the initial borrowing will be) no Default or Event of Default has occurred and is continuing terminated and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion (a) evidence, reasonably satisfactory to the Agent, that the Borrowers have received (x) without giving effect to the Acquisition and Merger Transaction, cash equity contributions from HIG and its Affiliates in an amount not less than $2,700,000 -71- and at least $1,761,000 in roll-over equity from the Sellers and (y) net cash proceeds of not less than $2,450,000 from Prairie pursuant to the Prairie Subordinated Debt Documents, which shall be satisfactory to the Agent in all respects; (b) evidence, reasonably satisfactory to the Required Lenders, that the Borrowers have completed, or concurrently with the initial credit extension hereunder will complete, the Acquisition and Merger Transaction in accordance with the terms of the Borrower’s counsel Acquisition and Merger Agreement (which may include in-house counselwithout any amendment thereto or waiver thereunder unless consented to by the Required Lenders); and (c) all of the following, each duly executed and dated the Closing Date (or such earlier date as shall be satisfactory to the Required Lenders), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent Required Lenders (and its counsel and as further described the date on which all such conditions precedent have been satisfied or waived in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid writing by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in Required Lenders is called the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012."Closing Date"):

Initial Credit Extension. The obligation of the Lenders shall not be required (or, if applicable, the Issuer) to make the initial Credit Extension hereunder unless is subject to the conditions precedent that the Agent has received (a) evidence, reasonably satisfactory to the Agent, that (i) the Merger Transactions have been (or concurrently with the initial Credit Extension will be) completed; (ii) all obligations of the Borrowers under the Existing Credit Facilities have been (or concurrently with the initial Credit Extension will be) paid in full; and (iii) all fees and (to the extent billed) expenses which are payable on or before the date of the initial Credit Extension to the Arranger, the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the initial Credit Extension will be) paid in full; and (b) each of the following conditions is satisfied:documents (with sufficient copies for each Lender): (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of this Agreement such Borrower, and certificates of good standing, certified by the Guarantyappropriate governmental officer in the jurisdiction(s) of incorporation of such Borrower. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of each Borrower, of such Borrower's bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate from each Borrower, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the chief financial officer an Authorized Officer of the BorrowerPHI, stating that on the date of the initial Credit Extension (1) no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except with respect to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier dateBorrower. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s internal counsel (which may include in-house counsel)to PHI, addressed to the Lenders, substantially in the form of Exhibit A.D-1. (dvi) The Designated Agent shall have received any A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of Covington & Burling, special New York counsel to the Borro▇▇▇▇, ▇▇▇sta▇▇▇▇▇▇▇ in the form of Exhibit D-5. (x) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (exi) The Designated Agent shall have received such documents and certificates relating Copies of all governmental approvals, if any, necessary for any Borrower to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, enter into the Loan Documents or the transactions contemplated hereby, all in form to which it is a party and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial obtain Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower Extensions hereunder. (hxii) There shall not have occurred a material adverse change (x) in the businessA letter agreement among PHI, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower Conectiv and the Guarantors taken as Issuer pursuant to which PHI agrees to become a whole, since December 31, 2012 or (y) in joint account party on all Existing Letters of Credit originally issued for the facts and information regarding such entities as represented by such entities to dateaccount of Conectiv. (ixiii) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without Such other documents as any action being taken by any authority that would be reasonably likely to restrain, prevent Lender or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent counsel may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012request.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except and (b) the Borrower has furnished to the extent any such representation Agents with sufficient copies for the Lenders: (i) Copies of the articles or warranty is stated to relate solely to an earlier datecertificates of incorporation (or similar constitutive documents) of the Borrower and each Guarantor (each a "Loan Party"), together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as its jurisdiction of such earlier dateorganization. (cii) The Designated Agent Copies, certified by the Secretary or Assistant Secretary of each Loan Party, of such Loan Party's by-laws (or similar constitutive documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunder, upon which certificate the Agents, the LC Issuers and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party. (iv) An opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or treasurer of the Borrower, showing the calculations necessary to determine compliance with this Agreement as of the Borrower's fiscal quarter ended September 30, 2001 and stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (A) A written opinion of the Borrower's and each Guarantor's counsel and (B) a written opinion of the Borrower’s Administrative Agent's counsel (which may include in-house counsel)with respect to the enforceability of this Agreement, the Notes and the Guaranty, in each case in form and substance satisfactory to the Agents and addressed to the Lenders, Lenders in substantially the form of Exhibit A.A-1 and Exhibit A-2 respectively. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.14 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (fvii) If the initial Credit Extension will shall be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gviii) The Designated Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (ix) Evidence satisfactory to the Agents that the Existing Credit Agreement shall have received been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof), all fees loans outstanding and other amounts due and payable on or prior owed to the Effective Date, including, to the extent invoiced, reimbursement lenders or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent agents thereunder shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection been or shall simultaneously with the contemplated financing initial Advance hereunder be paid in full, and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on Liens securing the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for thereunder shall have been or shall simultaneously with the fiscal quarter ended September 30initial Advance hereunder be released. (x) Such other documents as any Lender or its counsel may have reasonably requested, 2013including, and (iv) audited consolidated financial statements without limitation, each document identified on the List of the Borrower and its Subsidiaries for the fiscal year ended 2012.Closing Documents attached hereto as Exhibit F.

Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each shall be subject to the satisfaction of the following conditions is satisfiedprecedent and, if applicable, the delivery by the Borrower to the Agent sufficient copies for the Lenders of: (a) The Designated Agent shall have received executed counterparts Copies of each the certificate of this Agreement formation of the Borrower, together with all amendments, certified by the appropriate governmental officer in the State of Delaware and certified by the Guaranty. secretary or assistant secretary of the Borrower and (b) The a certificate of good standing, certified by the appropriate governmental officer in the State of Delaware. 4.1.2 Copies, certified by the secretary or assistant secretary of the Borrower, of its limited liability company agreement and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. 4.1.3 An incumbency certificate, certified by the secretary or assistant secretary of the Borrower, which shall (i) identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents (together with the Authorized Officers, being collectively, the “Designated Persons” and each being a “Designated Person”) to which the Borrower is a party, upon which certificate the Agent and the Lenders shall have received be entitled to rely until informed of any change in writing by the Borrower and (ii) certify as to the tax identification number and a business address of the Borrower, as well as any other information reasonably requested in writing by the Agent or any Lender prior to the Closing Date as necessary for the Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the Patriot Act. 4.1.4 A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that (a) as of the Closing Date, there are no material actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the best of such officer’s knowledge, threatened against the Borrower in writing which could reasonably be expected to have a Material Adverse Effect, (b) as of the Closing Date, no event or condition has occurred since December 31, 2007 that has had or could reasonably be expected to have a Material Adverse Effect, (c) all material financial statements and information delivered to the Agent and the Lenders on or before the Closing Date were prepared in good faith and, in the case of such financial statements, in accordance with GAAP and (d) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the date of the initial Credit Extension Closing Date, (1A) no Default or Event of Unmatured Default has occurred and is continuing exists and (2B) the all representations and warranties contained herein and in Article V the other Loan Documents are true and correct in all material respects on and as of the date made (except to the extent already qualified by materiality, in which case said such representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely expressly speak to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date). (c) The Designated Agent shall have received a 4.1.5 A written opinion of the Borrower’s counsel (which may include in-house counsel)counsels, in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A. (d) The Designated Agent shall have received any 4.1.6 Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) 4.1.7 If applicable, written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by a Designated Person, together with such other related money transfer authorizations as the Agent may have reasonably requested. 4.1.8 The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing duly executed copies of this Agreement from each party hereto. 4.1.9 As of the Closing Date, there shall be no material actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or threatened against the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating which are reasonably likely to be decided adversely to the Borrower and such Guarantorsif so decided would have a Material Adverse Effect. 4.1.10 As of the Closing Date, the Loan Documents no event or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer condition shall have received occurred since December 31, 2007 that has had or could be reasonably expected to have a properly completed Facility LC ApplicationMaterial Adverse Effect. (g) 4.1.11 The Designated Agent aggregate amount of Commitments of all Lenders on the Closing Date shall have received be not less than $250,000,000. 4.1.12 Payment by the Borrower of all fees and other amounts due and payable on or prior expenses owed by it to the Effective Lenders, the Agent and the Arrangers which are due on the Closing Date, including, to the extent invoicedwithout limitation, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderfees set forth in the Fee Letters. (h) There 4.1.13 Such other documents as any Lender or its counsel may have reasonably requested. The Agent shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of promptly notify the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in Lenders of the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a wholeClosing Date, and no law or regulation such notice shall be applicable which in the reasonable judgment of the Designated Agent could have such effectconclusive and binding on all parties hereto. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, in substantially covering the form of Exhibit A.opinions reasonably required by the Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations, or prospects of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31June 30, 2012 2022 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have receivedreceived to the extent requested: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.20, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, and (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012June 30, 2020, 2021, and 2022. (l) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (m) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder Advance hereunder, and the LC Issuer shall not be required to issue the initial Facility LC hereunder, unless each of the following conditions is satisfiedBorrower has furnished to the Agent with sufficient copies for the Lenders: (a) The Designated Agent shall have received executed counterparts Copies of each the articles of this Agreement incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the Guarantyappropriate governmental officer in its jurisdiction of incorporation. (b) The Designated Agent Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall have received a identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Borrowing Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (ce) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's counsel), addressed to the Lenders, Lenders in substantially the form of Exhibit A."B" hereto. (df) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationLenders. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to A compliance certificate in the Effective Date, including, to the extent invoiced, reimbursement or payment form of all out-of-pocket expenses required to be reimbursed or paid Exhibit"C" hereto signed by the Borrower hereunderBorrower's chief financial officer showing the calculations necessary to determine compliance with Section6.20 of this Agreement. (h) There shall not Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to datereasonably requested. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effectGuaranty. (j) No action, suit, investigation Such other documents as any Lender or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would its counsel may have reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensionsrequested. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.I. 4887-5363-3879v24887-5363-3879v.5 (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement, the Security Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s and Guarantor’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, substantially covering the opinions set forth in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.counsel. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower shall have been terminated and cancelled and all Indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder, if any, shall have been terminated and released. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31, 2012 2013 or (y) in the facts and information regarding such entities as represented by such entities to date. (ij) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (kl) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.21, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132014, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 20122011, 2012 and 2013. (m) The Administrative Agent shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Sections 5.18 and 6.6. (n) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where the initial Loan Parties are organized, and such search shall reveal no Liens on any of the assets of the initial Loan Parties except for Liens permitted by Section 6.16 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory to the Administrative Agent. (o) Each document (including any Uniform Commercial Code financing statement) 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 Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described herein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.16), shall be in proper form for filing, registration or recordation. (p) With respect to the Mortgage relating to the site of Borrower’s Oklahoma production plant, Administrative Agent shall have received an extended-coverage commitment for a loan policy of title insurance in form, content and amount acceptable to the Administrative Agent.

Initial Credit Extension. The Lenders shall not be required to make In the case of the initial Credit Extension hereunder unless each Extension: 5.1.1 receipt by the Administrative Agent of the following conditions is satisfiedfollowing: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer copies of the Borrower, stating that on Certificate of Incorporation (or the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counselequivalent thereto), addressed to the Lendersand all amendments thereto, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial GuarantorDesignated Borrower, accompanied by a certificate that such copies are correct and complete, issued by the Secretary of State of the state of incorporation or formation of the Borrower and the Designated Borrowers dated a current date; (b) copies of the Bylaws (or the equivalent thereto), and all amendments thereto, of the Borrower and each Designated Borrower, accompanied by a certificate that such copies are correct and complete of an authorized representative of the Borrower and each Designated Borrower dated the Initial Funding Date; (c) certificates of the appropriate Governmental Authority of each jurisdiction in which the Borrower and each Designated Borrower has an executive office or principal place of business, the authorization Borrower and each Designated Borrower was formed or in which any Collateral is located (if the Borrower or each Designated Borrower is required to qualify to do business in such state), each dated a current date, to the effect that the Borrower and each Designated Borrower is in good standing therein (including, if such certificates are issued, good standing with respect to the payment of franchise and/or other Taxes) and, if required by law, is duly qualified to transact business in such jurisdiction; (d) certificates of incumbencies and signatures of all officers of the Borrower and each Designated Borrower who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower or each Designated Borrower, executed by an authorized representative of the Borrower or each Designated Borrower, dated the Initial Funding Date; (e) copies of resolutions approving the execution of the Loan Documents and authorizing the transactions contemplated hereby therein, duly adopted by the Board of Directors of the Borrower and each Designated Borrower, accompanied by a certificate of an authorized representative of the Borrower and each Designated Borrower that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the Board of Directors (or authorized body serving a similar function) of the Borrower and each Designated Borrower, and that such resolutions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Initial Funding Date; 5.1.2 receipt by the Administrative Agent of the Loan Documents and the other documents, instruments and any deliveries described in Section 4.1, each duly executed and delivered by the appropriate Person; 5.1.3 receipt by the Administrative Agent of (24) such title opinions or other legal matters relating reports or other evidence of title as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, covering and confirming marketable title in the Borrower or a Designated Borrower to no less than 90% of the Total Proved PV10 Value of the Oil and Gas Properties of the Borrower and its Subsidiaries included in the Initial Reserve Report and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of such portion of the Collateral, and (25) a list of such Leases comprising the Oil and Gas Properties as requested by Administrative Agent and such Maps indicating the location of such Leases as requested by Administrative Agent, each including such other information as is reasonably requested by Administrative Agent; 5.1.4 receipt by the Administrative Agent of the results of searches of the UCC records of the state in which the Borrower and each Designated Borrower was organized and of each state in which any Collateral is situated reflecting no Liens on the Collateral except Liens in favor of the Administrative Agent and Permitted Liens; 5.1.5 receipt by the Administrative Agent of (a) the opinions of counsel to the Borrower and each Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent and its counsel, including the opinions of local counsel in each jurisdiction in which the Mortgages are to be recorded and (b) a reliance letter in respect of the opinions of counsel provided to the Borrower in connection with the Acquisitions. The Borrower and each Designated Borrower hereby requests such Guarantorscounsel to deliver its opinions to the Administrative Agent; 5.1.6 receipt by the Administrative Agent of certificates or binders of insurance from the Borrower’s insurance broker for the Borrower and each Subsidiary as of the Initial Funding Date meeting the standards of Section 7.4 together with a certificate from a Responsible Officer of the Borrower stating that such policies are in full force and effect, in the Loan Documents required coverage amounts and that all premiums then due and payable have been paid; 5.1.7 receipt of evidence reasonably satisfactory to the Administrative Agent that Acceptable Hedging Agreements satisfactory to the Administrative Agent are in place on the Initial Funding Date; 5.1.8 receipt by the Administrative Agent of any financial statements of the Borrower, its Subsidiaries and any affiliated entities as requested by Administrative Agent, including, without limitation, (26) a pro forma balance sheet of the Borrower and its Subsidiaries effective as of Closing, certified as being true and correct by the Borrower’s president or chief financial officer as accurately showing the transactions contemplated herebyfinancial position of the Borrower and its Subsidiaries as of that date, all and (27) satisfaction by the Administrative Agent with such financial statements; 5.1.9 receipt by the Administrative Agent of satisfactory environmental reports or such other environmental information, in either case as requested by the Administrative Agent and in form and substance satisfactory to the Designated Administrative Agent in its sole discretion, regarding the environmental status of the Properties of the Borrower and its counsel and as further described in Subsidiaries; 5.1.10 receipt by the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance Administrative Agent of a Facility LC, Responsible Representative of the applicable LC Issuer shall Designated Borrower or of the Borrower certifying that there are no past due bills for improvements or services to the Mortgaged Properties of the Borrower and its Subsidiaries that could give rise to mechanic’s or materialman’s liens or any similar Lien except to the extent such bills are being contested in good faith and for which adequate reserves have received a properly completed Facility LC Application.been made; (g) The Designated 5.1.11 receipt by the Administrative Agent shall have received of reimbursement from the Borrower for all fees and other amounts due and payable on or prior to the Effective Initial Funding Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.; 5.1.12 receipt by the Administrative Agent of copies of the Acquisition Agreements, which Acquisition Agreements shall be certified by a Responsible Representative of Borrower as complete and correct. The Acquisitions shall have been, or substantially simultaneously with the initial Credit Extension on the Initial Funding Date shall be, consummated as contemplated by and pursuant to the Acquisition Agreements and applicable law (h) There shall without any amendment to or waiver of any material terms or conditions of the Acquisition Agreements not have occurred a material adverse change (x) in acceptable to the business, Property, liabilities (actual and contingentAdministrative Agent), operations and evidence therefor has been provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent; 5.1.13 all Governmental Approvals necessary or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary advisable in connection with the contemplated financing Transactions, including, without limitation, the Acquisitions, shall have been obtained, and all applicable waiting periods and appeal periods shall have expired expired, in each case without the imposition of any conditions that have not been satisfied. There shall be no actual government or judicial action being taken by any authority that would be reasonably likely to restrainrestraining, prevent preventing or impose any material adverse imposing conditions on the Borrower and Transactions, including, without limitation, the Guarantors, taken as a whole, and no law or regulation shall be applicable which in Acquisitions; 5.1.14 receipt by the reasonable judgment Administrative Agent of the Designated Agent could have such effect. (j) No actionIntercreditor Agreement, suitduly executed and delivered by the appropriate Persons, investigation or proceeding is pending or, in form and substance satisfactory to the knowledge Administrative Agent, in its sole discretion; 5.1.15 receipt by the Administrative Agent of copies of all loan agreements, instruments, pledge agreements, mortgages, warrants, security documents, guarantees and other documents, instruments and agreements evidencing, securing or guaranteeing the BorrowerTerm Loan Facility or otherwise material thereto, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in certified by a Material Adverse Effect or which seeks to prevent, enjoin or delay the making Responsible Officer of any Credit Extensions. (k) Borrower as complete and correct. The Designated Agent Term Loan Facility shall have received: (i) pro forma financial statements giving effect to been, or substantially simultaneously with the initial Credit Extensions contemplated herebyExtension on the Initial Funding Date shall be, which demonstrate, in issued by the Designated Agent’s reasonable judgment, together with all other information then available Borrower (without any amendment to or waiver of any material terms or conditions of the Term Loan Facility not acceptable to the Designated Agent, that Administrative Agent and the Borrower can repay its debts and satisfy its other obligations as and when they become dueRequired Lenders), and can comply with evidence therefor has been provided to the financial covenants Administrative Agent in form and tests set forth in Section 6.19substance reasonably satisfactory to the Administrative Agent; 5.1.16 receipt by the Administrative Agent of the Initial Funding Date Notice; 5.1.17 receipt by the Administrative Agent of a Financial Forecast for calendar years 2008 and 2009; 5.1.18 satisfactory completion by the Administrative Agent of its business, (ii) such information as the Designated Agent may reasonably request to confirm the taxfinancial, legal, title, engineering and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of environmental due diligence regarding the Borrower and its Subsidiaries for and their assets; 5.1.19 receipt by the fiscal quarter ended September 30Administrative Agent of undated letters from each Borrower, 2013in form and substance satisfactory to the Administrative Agent, to purchasers of production and (iv) audited consolidated financial statements disburser of the Borrower proceeds of production from or attributable to the Mortgaged Properties, with the addressees left blank, authorizing and its Subsidiaries for directing the fiscal year ended 2012.addressees to make future payments attributable to production from the Mortgaged Properties directly to the Administrative Agent; 5.1.20 receipt by the Administrative Agent of any instruments, documents or additional information as reasonably requested by the Administrative Agent;

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the GuarantyAgreement. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating certifying that on the date of the initial Credit Extension Effective Date (1i) no Default or Event of Default has occurred and is continuing and (2ii) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion certificate, signed by an Authorized Officer of the Borrower’s counsel , certifying that on the Effective Date (which may include in-house counsel)i) since December 31, addressed to the Lenders, 2016 there has been no change in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organizationbusiness, existence and good standing assets, operations, performance, Property or financial condition of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the GuarantorsSubsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in have a Material Adverse Effect, (ii) there exists no pending litigation or other proceeding that could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements all governmental, shareholder, corporate and third party consents in respect of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012financings described in this Agreement have been obtained.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except and (b) the Company has furnished to the extent Agents with sufficient copies for the Lenders: (i) Copies of the articles or certificates of incorporation (or similar Constitutive Documents) of the Company and each Guarantor (each a "LOAN PARTY"), together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each Loan Party of its by-laws (or similar Constitutive Documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such representation or warranty Loan Party authorized to sign the Loan Documents to which it is stated to relate solely to an earlier datea party and, in the case of the Borrowers, to request Loans hereunder, upon which case such representation certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party. (iv) An opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or warranty treasurer of the Company, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall have been be true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datedate and (c) no material adverse change in the business, financial condition or operations of the Company or any of its Subsidiaries has occurred since November 30, 2001. (cv) The Designated A certificate in form and substance satisfactory to the Administrative Agent shall have received a written opinion stating that there exists no injunction or temporary restraining order which would prohibit the making of the Borrower’s initial Credit Extensions or any litigation seeking such an injunction or restraining order. (vi) A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and Arranger from the chief financial officer of the Company (on behalf of the Company and the Borrowers) in his or her representative capacity supporting the conclusions that as of the initial funding date the Company and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Transaction Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes. (vii) Written opinions of Kenyon W. Murphy, General Counsel of the Borr▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇uarantor, and Kilpatrick Stockton LLP, special counsel (which may include in-house counsel)to t▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ch Guarantor, in form and substance satisfactory to the Agents and addressed to the Lenders, Lenders in substantially the form of Exhibit A.A-1 and Exhibit A-2 respectively. (dviii) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.14 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (fix) If the initial Credit Extension will shall be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gx) The Designated Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xi) Evidence satisfactory to the Agents that the Existing Credit Agreement shall have received been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all fees loans outstanding and other amounts due and payable on or prior owed to the Effective Datelenders or agents thereunder shall have been, includingor shall simultaneously with the initial Advance hereunder or the initial "Advance" under (and as defined in) the 364-Day Credit Agreement be, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderin full. (hxii) There Evidence satisfactory to the Agents that the 364-Day Credit Agreement shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented been duly executed by such entities to dateall parties thereto. (ixiii) The Designated Agent shall Such other documents as any Lender or its counsel may have received evidence of all governmentalreasonably requested including, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrainlimitation, prevent or impose any material adverse conditions each document identified on the Borrower and the Guarantors, taken List of Closing Documents attached hereto as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.Exhibit F.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts from each of each the Loan Parties of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating certifying that on the date of the initial Credit Extension Effective Date (1i) no Default or Event of Default has occurred and is continuing and continuing, (2ii) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a certificate, signed by an Authorized Officer of the Borrower, certifying that on the Effective Date (i) since December 31, 2016 there has been no change in the business, assets, operations, performance, Property or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would reasonably be expected to have a Material Adverse Effect, (ii) there exists no pending litigation or other proceeding that would reasonably be expected to have a Material Adverse Effect and (iii) all governmental, shareholder, corporate and third party consents in respect of the financings described in this Agreement have been obtained. (d) The Administrative Agent shall have received a written opinion of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in form and substance acceptable to the Borrower’s counsel (which may include in-house counsel)Administrative Agent, addressed to the Administrative Agent and the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of each of the Borrower and each initial GuarantorLoan Parties, the authorization of the transactions contemplated hereby and any other legal matters relating to each of the Borrower and such GuarantorsLoan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel including: (i) Notes executed by the Borrower in favor of RBC and each of the other Lenders, if any, which has requested a note pursuant to Section 2.13(d); (ii) Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the charter document of such Loan Party, as attached thereto and as further described certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the bylaws or other organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, (iv) the Good Standing Certificate (or analogous documentation if applicable) for such Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction, (v) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the list case of closing documents attached each Borrower) authorized to request an Advance or the issuance of a Facility LC hereunder and (vi) a certificate of compliance for each Insurance Subsidiary from the applicable Department as Exhibit I.of a recent date, to the extent available from such Department with respect to such Insurance Subsidiary. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable hereunder and pursuant to the Fee Letters on or prior to the Effective Date, including, to the extent invoicedinvoiced (in reasonable detail) at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma all of the financial statements giving effect referred to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, 5.4 and (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements satisfactory annual projections of the Borrower and its Subsidiaries through 2021. (i) Each Loan Party shall have provided the documentation and other information to the Administrative Agent and each Lender as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Patriot Act, at least five Business Days prior to the Effective Date. (j) There will not exist (pro forma for the fiscal quarter ended September 30, 2013, and (ivfinancing hereunder) audited consolidated financial statements any default or event of default under any existing Material Indebtedness of the Loan Parties. The Administrative Agent shall notify the Borrower and its Subsidiaries for the fiscal year ended 2012Lenders of the Effective Date, and such notice shall be conclusive and binding.

Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders shall not be required and the Issuers to make the initial Credit Extension hereunder unless is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for each Lender: (i) Copies of the articles or certificate of incorporation of the Borrower and the Guarantor, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the Guarantor, and a certificate of good standing, certified by the appropriate governmental officer in the jurisdiction of incorporation of the Borrower and the Guarantor, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the Guarantor as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of each of the following conditions Borrower and the Guarantor, of the by-laws of the Borrower or the Guarantor, as applicable, and the Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or the Guarantor is satisfied:a party. (aiii) The Designated Agent shall have received An incumbency certificate, executed counterparts by the Secretary or an Assistant Secretary of each of this Agreement the Borrower and the GuarantyGuarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantor authorized to sign the Loan Documents to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantor. (biv) The Designated Agent shall have received a A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that (A) on the date of the initial Credit Extension (1) hereof, no Default or Event of Unmatured Default has occurred and is continuing and (2B) the representations and warranties contained in Article V VI are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such the date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datehereof. (cv) The Designated Agent shall have received a A written opinion of counsel to the Borrower’s counsel (which may include in-house counsel)Borrower and the Guarantor, addressed to the Lenders, Administrative Agent and the Lenders in a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel. (dvi) The Designated Agent shall have received any Executed counterparts of this Agreement executed by the Borrower, the Guarantor, the Administrative Agent, each Issuer and each Lender. (vii) Any Revolving Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender and the Swing Line Note. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (fviii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, the applicable LC Issuer shall have received a properly completed Facility LC Letter of Credit Application. (gix) The Designated Agent shall have received all fees Evidence of the effectiveness of the Great Plains Credit Agreement and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderKCPL Credit Agreement. (h) There shall not have occurred a material adverse change (x) Written money transfer instructions, in substantially the businessform of Exhibit C, Property, liabilities (actual addressed to the Administrative Agent and contingent), operations or condition (financial or otherwise), results of operations, or prospects signed by an Authorized Officer of the Borrower who has executed and delivered an incumbency certificate in accordance with the Guarantors taken terms hereof, together with such other related money transfer authorizations as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateAdministrative Agent may have reasonably requested. (ixi) The Designated Agent shall Such other documents as any Lender or its counsel may have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effectrequested. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1i) no Default or Event of Default has occurred and is continuing and (2ii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders and in form and substance satisfactory to the Lenders, in the form of Exhibit A.. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Facility shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans and except without respect to Existing Letters of Credit, which shall be deemed Facility LCs hereunder). (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (xi) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations, or prospects operations of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31January 1, 2012 2011 or (yii) in the facts and information regarding such entities as represented by such entities to date. (ij) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which that in the reasonable judgment of the Designated Administrative Agent could have such effect. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of any Responsible Officer of the Borrower, threatened in any court or before any arbitrator or Governmental governmental authorityGovernmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect. (kl) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.17, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30July 2, 20132011, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012December 27, 2008, January 2, 2010 and January 1, 2011. (m) The Administrative Agent shall have received evidence satisfactory to it of current insurance coverage for the Borrower.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder and this Agreement shall not become effective unless each of the Borrowers have furnished to the Agent with sufficient copies for the Lenders the following conditions items (and the date upon which all such items shall have been so furnished is satisfied:referred to as the "Closing Date", which in no event shall be later than December 31, 1997): (a) The Designated Agent shall have received executed counterparts Copies of the articles of incorporation, together with all amendments thereto, and a certificate of good standing of each of this Agreement and the GuarantyBorrowers, all certified by the appropriate governmental officer in each Borrower's jurisdiction of incorporation. (b) The Designated Copies, certified by the Secretary or Assistant Secretary of each Credit Party of their respective by-laws and of their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution, delivery and performance of the Loan Documents. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Credit Party, which shall identify by name and title and bear the signature of the officers of each Credit Party authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by Astec. (d) A certificate, signed by the chief financial officer Chief Accounting Officer of the BorrowerAstec, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) Borrowing Date, the representations and warranties contained in Article V this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true that no Default or Unmatured Default has occurred and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (ce) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house counsel)for each Credit Party, addressed to the Lenders, Agent and the Lenders in substantially the form of Exhibit A.C hereto. (df) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents Lender duly executed by the applicable Borrower and certificates relating a Swing Line Note payable to the organization, existence and good standing order of the Borrower and each initial Guarantor, Swing Line Lender duly executed by the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationBorrower. (g) The Designated Agent Executed originals of this Agreement, the Guaranty (executed by each Guarantor) and each of the other Loan Documents, which shall have received be in full force and effect, together with all fees schedules, exhibits, certificates instruments, opinions, documents and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses financial statements required to be reimbursed or paid by the Borrower hereunderdelivered pursuant thereto. (h) There shall not Written money transfer instructions, in substantially the form of Exhibit D-1 or D-2, as the case may be, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to datereasonably requested. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary insurance certificate described in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.Section

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each until satisfaction of the following conditions is satisfied:precedent (unless waived in accordance with Section 8.2): (ai) The Designated Agent shall have received executed counterparts copies of the articles or certificate of incorporation of each Loan Party, together with all amendments, and a certificate of this Agreement and good standing, each certified by the Guarantyappropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act. (bii) The Designated Agent shall have received copies, certified by the Secretary or Assistant Secretary of each Loan Party, of its by‑laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party, is a party. (iii) The Agent shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) The Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house Loan Parties' counsel), addressed to the Lenders, in form and substance acceptable to the form of Exhibit A.Lenders. (dvi) The Designated Agent Lender shall have received any Notes Note requested by a Lender pursuant to Section 2.13 2.24 payable to the order of each such requesting Lender. (evii) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective initial Credit Extension Date, including. (viii) Each of the Loan Documents shall have been duly executed and delivered by the Loan Parties, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderAgent. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (iix) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment original stock certificates of the Designated Agent could have such effectpledged securities required by the Collateral Documents, endorsed in blank. (jx) No action, suit, investigation or proceeding is pending or, to the knowledge of The Lenders shall have received the Borrower's audited June 30, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent2012 financial statements and the Borrower's September 30, enjoin or delay the making of any Credit Extensions2012 financial statements. (kxi) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, received satisfactory return after search in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply accordance with the financial covenants and tests set forth Uniform Commercial Code or the applicable law in Section 6.19, (ii) such information governmental offices as the Designated Agent shall have deemed appropriate. (xii) The Lenders shall have received such other documents as any Lender or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the Borrowers have satisfied the following conditions is satisfiedconditions: (a) The Designated Each Borrower has furnished to the Administrative Agent shall have received executed counterparts with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of this Agreement and the Guarantyincorporation. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or Treasurer of the such Borrower, stating that on the date of the initial Credit Extension Closing Date (1A) no Default or Event of Unmatured Default has occurred and is continuing nor would a Default or Unmatured Default result from the initial Credit Extension and (2B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (cv) The Designated Agent shall have received a written opinion Written opinions of the Borrower’s counsel (which may include in-house Borrowers’ legal counsel), addressed to the Lenders, Administrative Agent and the Lenders in form and substance reasonably satisfactory to the form of Exhibit A.Administrative Agent. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.15 payable to the order of each such requesting Lender. (evii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The Designated Agent shall have received such documents and certificates relating to Guaranty, duly executed by the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.Company. (fix) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gx) The Designated Agent shall Such other documents as any Lender or its counsel may have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderreasonably requested. (hb) There shall not have occurred a material adverse change (x) in Evidence satisfactory to the businessAdministrative Agent that, Propertysubstantially concurrently with the Closing Date, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent all commitments under the Existing Credit Agreement shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19been terminated, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, all principal and business assumptions made accrued interest and fees owing thereunder have been paid in such pro forma financial statements, full and (iii) unaudited consolidated financial statements any Existing Facility LCs shall be deemed to have been issued and outstanding under this Agreement (and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreement, including the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements terms of the Borrower and its Subsidiaries for the fiscal year ended 2012.Section 2.21.1

Initial Credit Extension. The Lenders shall not be required obligation of each Lender to make the its initial Credit Extension hereunder unless is subject to the conditions that such Credit Extension occurs on or before May 31, 1999 and that the Borrower has furnished to the Agent with sufficient copies for the Lenders, each of dated the following conditions is satisfieddate hereof and in form and substance satisfactory to the Agent, the following: (ai) The Designated Agent shall have received This Agreement duly executed counterparts of each of this Agreement by the Borrower, the Lenders and the GuarantyAgent. (ii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender in the face amount of the Commitment of such Lender. (iii) The Guaranties, each one duly executed by the respective Guarantors, together with a solvency certificate duly executed by the Borrower and the respective Guarantors. (iv) The Security Agreements, each one duly executed by the respective Pledgors or the Borrower. (v) The Stock Pledge Agreement, duly executed by Borrower together with the stock certificates and instruments described in the schedules thereto endorsed in blank (or in the case of stock certificates, accompanied by appropriate stock powers). (vi) The Note Pledge Agreements duly executed by Borrower, together with the intercompany promissory notes and other instruments described in the schedules thereto, in each case duly endorsed to the order of the Agent. (vii) Copies of the certificate of incorporation of the Borrower, together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (viii) A certificate of the Secretary of the Borrower certifying (a) copies of the resolutions of the Board of Directors or the Borrower approving this Agreement, the Notes, the Collateral Documents of the Borrower and the other Loan Documents of the Borrower and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the foregoing; and (b) The Designated that attached thereto are true and complete copies of the by-laws of the Borrower. (ix) An incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall have received be entitled to rely until informed of any change in writing by the Borrower. (x) Copies of the articles or certificate of incorporation of each Obligor (other than the Borrower), together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (xi) A certificate of the Secretary of each Obligor (other than the Borrower) certifying (a) copies of the resolutions of the Board of Directors or such Obligor approving the Loan Documents of such Obligor and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the foregoing; and (b) that attached thereto are true and complete copies of the by-laws of such Obligor. (xii) An incumbency certificate for each Obligor (other than the Borrower), executed by the Secretary of such Obligor, which shall identify by name and title and bear the signatures of officers of such Obligor authorized to sign the Loan Documents to which such Obligor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Obligor. (xiii) A certificate, signed by the chief financial officer of the Borrower, (a) stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing continuing, and (2b) indicating that after giving effect to this Agreement and the representations other Loan Documents and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materialityAcquisitions of the Founding Companies, the Borrower and each Obligor is solvent and is able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier dateits respective business. (cxiv) The Designated Agent shall have received a A written opinion of Andr▇▇▇ & ▇urt▇ ▇▇▇, counsel to the Borrower’s counsel (which may include in-house counsel)Borrower and the other Obligors, addressed to the Lenders, Agent and the Lenders in substantially the form of Exhibit A.K. (xv) Written money transfer instructions, in substantially the form of Exhibit E, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (xvi) A certificate of an Authorized Officer certifying that attached thereto are true, correct and complete copies of the acquisition agreements for the Acquisitions of the Founding Companies, each of which must be on terms and conditions acceptable to the Agent and the Lenders and as described in the Private Placement Memorandum. (xvii) Evidence of the consummation (including without limitation, that all necessary corporate, regulatory and legal appprovals have been obtained) of the Acquisition of each Founding Company. (xviii) Evidence of the issuance of (a) approximately $5,765,000 of the Subordinated Seller Notes, (b) approximately $3,801,000 of the Sponsored Subordinated Notes, and (c) approximately $13,635,000 of Borrower Preferred Stock issued to certain shareholders of Chri▇▇▇▇▇▇▇▇ ▇▇▇ (d) The Designated Agent shall have received any Notes requested by a Lender pursuant not less than $30,000,000 under the Subordinated Bridge Facility, in each case prior to Section 2.13 payable to or substantially concurrent with the order of each such requesting Lenderinitial Credit Extension hereunder and as presented in Case 2.4. (exix) The Designated Agent shall have received such documents and certificates relating to Evidence that upon the organization, existence and good standing consummation of the Borrower and each initial Guarantor, the authorization Acquisitions of the transactions contemplated hereby Founding Companies the Available Aggregate Commitment shall be at least $20,000,000. (xx) Fully completed questionnaire with respect to Year 2000 Issues and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance related information satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.Required Lenders regarding the Borrower's Year 2000 Program. (fxxi) If the initial Credit Extension will be or will include the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gxxii) The Designated Agent shall have received all fees An insurance binder evidencing appropriate liability and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by casualty insurance for the Borrower hereunderand each of the Founding Companies. (hxxiii) There shall not have occurred a material adverse change (x) in Evidence of payment of fees owing to the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateLenders. (ixxiv) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without Such other documents as any action being taken by any authority that would be reasonably likely to restrain, prevent Lender or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent counsel may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012request.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement Agreement, the Security Agreement, the Guaranty, the Reaffirmation, the Guaranty Supplement-Orchids South Carolina, and the GuarantySecurity Agreement Supplement-Orchids South Carolina. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a one or more written opinion opinion(s) of the Borrower’s and Guarantor's counsel (which may include local counsel and in-house counsel), addressed to the Lenders, substantially covering the opinions set forth in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.counsel. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders Bank shall not be required to make the initial Credit Extension hereunder unless each of the Borrower has furnished to the Bank and completed the following conditions is satisfiedmatters, all in form and substance satisfactory to the Bank: (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of the Borrower and the Guarantors, together with all amendments, and a certificate of good standing or existence for the Borrower and each Guarantor, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Guarantors, of each of this Agreement their respective by-laws and of each of their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and the GuarantyGuarantors are a party. (biii) The Designated Agent An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Guarantors, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which the Borrower and the Guarantors are a party, upon which certificate the Bank shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantors, as the case may be. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's and the Guarantors' counsel), addressed to the Lenders, Bank in substantially the form of Exhibit A.G. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender the Bank pursuant to Section 2.13 2.15 payable to the order of each such requesting Lenderthe Bank. (evii) The Designated Agent shall have received such documents and certificates relating Written money transfer instructions, in substantially the form of Exhibit F, addressed to the organizationBank and signed by an Authorized Officer, existence and good standing of together with such other related money transfer authorizations as the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.Bank may have reasonably requested. (fviii) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gix) The Designated Agent shall have received all fees A Confirmation of Pledge and Security Agreement of the Borrower, the Guaranty substantially in the form of Exhibit D, a Confirmation of Security Agreement (Patent & Licenses) of the Borrower, and any other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses Collateral Documents required to be reimbursed or paid by the Bank duly executed on behalf of the Borrower hereunderor the Guarantors, as the case may be. (h) There shall not have occurred a material adverse change (x) The insurance certificate described in the business, Property, liabilities Section 5.19. (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects xi) A duly completed Borrowing Base Certificate as of the Borrower and close of the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to fiscal month which precedes its delivery date. (ixii) The Designated Agent shall have received evidence Copies of all governmentalgovernmental and non-governmental consents, equity holder and third party consents and approvals (approvals, authorizations, declarations, registrations or filings, if any) necessary , required on the part of the Borrower or the Guarantors in connection with the execution, delivery, and performance of the Loan Documents, or the transactions contemplated financing thereby or as a condition to the legality, validity or enforceability of the Loan Documents, certified as true and all applicable waiting periods shall have expired without any action being taken correct and in full force and effect as of the Effective Date by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on a duly authorized officer of the Borrower and or the Guarantors, taken as or, if none are required, a whole, and no law or regulation shall be applicable which in the reasonable judgment certificate of the Designated Agent could have such officer to that effect. (jxiii) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all Such other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information documents as the Designated Agent Bank or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Signatory of the Borrower, stating that on the date of the initial Credit Extension (1i) no Default or Event of Default has occurred and is continuing continuing, (ii) no Material Adverse Change has occurred, and (2iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, addressed to the Lenders, in . The Borrower’s counsel shall be reasonably acceptable to the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (or its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoicedinvoiced at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateMaterial Adverse Change. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods periods, if any, shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower REIT and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the REIT or the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, together with a compliance certificate signed by an Authorized Signatory of the Borrower calculating (and can comply with showing compliance with) the financial covenants and tests set forth in Section 6.196.16 as of the Effective Date, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132021, and (iv) audited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal year ended 2012December 31, 2020. (l) The Administrative Agent shall have received evidence of current insurance coverage in compliance with the terms of Sections 5.15 and 6.6. (m) Upon the reasonable request of any Lender made at least ten Business Days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five Business Days prior to the Effective Date. (n) The Administrative Agent shall have received due diligence responses to its requests regarding the Eligible Properties, including a list of the Eligible Properties and the NOI attributable thereto. (o) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower to each applicable Lender that requests such Beneficial Ownership Certification. (p) The Administrative Agent shall have received evidence reasonably satisfactory to it that that certain Credit Agreement, dated as of June 17, 2020, by and among the Borrower, the REIT, the lenders from time to time parties thereto and U.S. Bank, as administrative agent shall have been terminated and cancelled and any and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the proceeds of Advances made hereunder on the Effective Date).

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement, the Guaranty, the Intercreditor Agreement and the GuarantySecurity Agreement. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed in form and substance reasonably acceptable to the Lenders, in the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower or any Guarantor (other than the Indenture Notes Obligations) shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder shall have been terminated and released. (h) The Administrative Agent and Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Datedate hereof, includingincluding fees payable under the Fee Letter and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, Material Adverse Effect since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date2013. (ij) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the GuarantorsLoan Parties, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority governmental authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect. (kl) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, 6.23 throughout the term of this Agreement and (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, . (iiim) unaudited consolidated financial statements [Reserved.] (n) All of the Borrower representations, agreements and its Subsidiaries for the fiscal quarter ended September 30covenants set forth in Section 2.24 and Section 6.28 shall be current, 2013true and correct, and not in default. (ivo) audited consolidated financial statements Borrower (and any Guarantors and other parties deemed necessary by Administrative Agent), shall execute such amendments and modifications to the Indenture, the Intercreditor Agreement, the Real Property Collateral Management Agreement, the Security Agreement, the Pari Passu Lien Security Documents, and any other documents and agreements (in recordable form, where required by Administrative Agent) as Administrative Agent shall require in connection with the closing of this credit facility, including without limitation any and all amendments and modifications as Administrative Agent or its counsel deem necessary or appropriate to ensure that the Administrative Agent and Lenders shall constitute, from and following the Effective Date hereof, Pari Passu Lien Secured Parties, that the Obligations hereunder shall constitute Pari Passu Lien Obligations, and that the Obligations hereunder shall (as Pari Passu Lien Obligations) be secured and have priority in the same manner as the LC Facility Obligations (as that term is defined in the original Intercreditor Agreement as it existed prior to the amendments thereto made in connection with this Agreement) had under the original Intercreditor Agreement, including, without limitation, that all Obligations hereunder shall (in the same manner as the prior LC Facility Obligations) have payment priority above and ahead of the Indenture Notes Obligations (and any other Specified Pari Passu Lien Obligations (as defined in the Intercreditor Agreement). (p) Borrower (and its Subsidiaries for any other parties deemed necessary and appropriate by Administrative Agent) shall execute such amendments and modifications to the fiscal year ended 2012mortgages, deeds of trust and other Pari Passu Lien Security Documents as Administrative Agent shall require to carry out the intent of this Agreement, and to ensure that the requirements of subsection (o) above and the requirements of Section 2.24 and Section 6.28 hereof shall be satisfied. (q) [Reserved.] (r) Borrower, Guarantors and any other parties reasonably deemed necessary or appropriate by Administrative Agent shall have executed any and all other documents and agreements, in form and substance satisfactory to Administrative Agent, which Agent deems necessary or appropriate to carry out the intent and agreement of the parties hereto.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (ai) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement, the Security Agreement and the GuarantySecurities Account Control Agreement. (bii) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (ciii) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, Lenders substantially covering the opinions set forth in the form of Exhibit A. (div) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (ev) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial GuarantorBorrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such GuarantorsBorrower, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gvi) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Datedate hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hvii) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31, 2012 2010 or (y) in the facts and information regarding such entities as represented by such entities to date. (iviii) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jix) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority governmental authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect. (kx) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iiiii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30December 31, 20132010, and (iviii) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012December 31, 2008, December 31, 2009 and December 31, 2010. (xi) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction in which the Borrower is organized, and such search shall reveal no liens on any of the assets of the Borrower except for liens permitted by Section 6.16 or discharged on or prior to the date hereof pursuant to a payoff letter or other documentation satisfactory to the Administrative Agent.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except and (b) the Company has furnished to the extent Agents with sufficient copies for the Lenders: (i) Copies of the articles or certificates of incorporation (or similar Constitutive Documents) of the Company and each Guarantor (each a "LOAN PARTY"), together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each Loan Party of its by-laws (or similar Constitutive Documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such representation or warranty Loan Party authorized to sign the Loan Documents to which it is stated to relate solely to an earlier datea party and, in the case of the Borrowers, to request Loans hereunder, upon which case such representation certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party. (iv) An opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or warranty treasurer of the Company, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall have been be true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datedate and (c) no material adverse change in the business, financial condition or operations of NSI or any of its Subsidiaries has occurred since May 31, 2001. (cv) The Designated A certificate in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the Company in his or her representative capacity, stating that on the date of the initial funding hereunder, after taking into consideration all information available at such time, such officer does not know of any information that would prevent the Net Worth Condition from being satisfied as of the Spin-Off Date, after giving effect to the Spin-Off Transactions and after all post-closing adjustments or other transactions between the Company or any of its Subsidiaries and NSI have been made in connection therewith. (vi) A certificate in form and substance satisfactory to the Administrative Agent from the chief financial officer of the Company (in his or her representative capacity on behalf of the Company) stating that on the date of the initial funding hereunder (i) all conditions precedent to the consummation of the Spin-Off have been satisfied in all material respects; (ii) the Spin-Off Transactions have been approved by all necessary corporate action of NSI's and the Borrower's Boards of Directors and, if required, shareholders, and the terms of the Spin-Off Transactions have not been amended, waived or modified in any material respect from those set forth in the Form 10 without the approval of the Administrative Agent (such approval not to be unreasonably withheld); (iii) the Tax Opinion has been obtained for the consummation of the Spin-Off Transactions; (iv) the Company and its Subsidiaries (both before and after giving effect to the Spin-Off) have received all necessary corporate and regulatory approvals for the consummation of the Spin-Off Transactions and the financing contemplated hereby; and (v) except as disclosed on Schedule 5.5, there has been no material adverse change from the information set forth in the Form 10, the Pro Forma Financial Statements or the Projections. (vii) A certificate in form and substance satisfactory to the Administrative Agent stating that all required material governmental approvals related to the Spin-Off Transactions have been obtained and all related filings made and any applicable waiting periods shall have received a written opinion expired or been terminated. (viii) A certificate in form and substance satisfactory to the Administrative Agent stating that there exists no injunction or temporary restraining order which would prohibit the making of the Borrower’s initial Credit Extensions or the consummation of the Spin-Off Transactions and the other transactions contemplated by the Transaction Documents or any litigation seeking such an injunction or restraining order. (ix) A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and Arranger from the chief financial officer of the Company (on behalf of the Company and the Borrowers) in his or her representative capacity supporting the conclusions that as of the initial funding date, after giving effect to the Spin-Off Transactions, the Company and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Transaction Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes, which information shall be consistent in all material respects with the Pro Forma Financial Statements and Projections. (x) Written opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Borrowers and each Guarantor, and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel (which may include in-house counsel)to the Borrowers and each Guarantor, in form and substance satisfactory to the Agents and addressed to the Lenders, Lenders in substantially the form of Exhibit A.A-1 and Exhibit A-2 respectively. (dxi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.14 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (fxii) If the initial Credit Extension will shall be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gxiii) The Designated Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xiv) Evidence satisfactory to the Agents that the Existing Credit Agreement shall have received been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all fees loans outstanding and other amounts due and payable on or prior owed to the Effective Date, including, to lenders or agents thereunder shall have been or shall simultaneously with the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to initial Advance hereunder be reimbursed or paid by the Borrower hereunderin full. (hxv) There shall not Such other documents as any Lender or its counsel may have occurred a material adverse change (x) in the businessreasonably requested including, Propertywithout limitation, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions each document identified on the Borrower and the Guarantors, taken List of Closing Documents attached hereto as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.Exhibit F.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the GuarantyReaffirmation. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a one or more written opinion opinion(s) of the Borrower’s and Guarantor's counsel (which may include local counsel and in-house counsel), addressed to the Lenders, substantially covering the opinions set forth in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.counsel. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The This Agreement shall not become effective and the Lenders shall not be required to make the initial Credit Extension hereunder unless each of the Borrowers have satisfied the following conditions is satisfiedconditions: (a) The Designated Each Borrower has furnished to the Administrative Agent shall have received executed counterparts with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of this Agreement and the Guarantyincorporation. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or Treasurer of the such Borrower, stating that on the date of the initial Credit Extension Restatement Date (1A) no Default or Event of Unmatured Default has occurred and is continuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (2B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (cv) The Designated Agent shall have received a written opinion Written opinions of the Borrower’s counsel (which may include in-house Borrowers’ legal counsel), addressed to the Lenders, Administrative Agent and the Lenders in form and substance reasonably satisfactory to the form of Exhibit A.Administrative Agent. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.15 payable to the order of each such requesting Lender. (evii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The Designated Agent Parent Guaranty, duly executed by the Company. (b) Evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have received been (or shall substantially contemporaneously be) repaid in full (it being understood that such documents and certificates relating to the organization, existence and good standing amounts may be repaid out of the Borrower and each initial Guarantor, the authorization proceeds of the transactions contemplated hereby Advances hereunder and any other legal matters relating “Facility LCs” issued under and as defined in the Existing Credit Agreement shall be deemed to have been issued and outstanding under this Agreement (and from and after the Borrower Restatement Date shall be subject to and such Guarantorsgoverned by the terms and conditions of this Agreement, including the Loan Documents or the transactions contemplated hereby, all terms of Section 2.21.1)). (c) A consent hereto from each Exiting Lender in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationAdministrative Agent. (gd) The Designated Agent shall have received all Payment of the fees and other amounts due described in the Fee Letters and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses other reasonable fees required to be reimbursed paid, in each case, that are due on or paid by before the Borrower hereunder. (h) There shall not date hereof and for which invoices have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, been presented to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsCompany. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each until satisfaction of the following conditions is satisfiedprecedent: (ai) The Designated Agent shall have received executed counterparts copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of this Agreement and good standing, each certified by the Guarantyappropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act. (bii) The Designated Agent shall have received copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor, as applicable, is a party. (iii) The Agent shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) The Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house 's and the Guarantors' counsel), addressed to the Lenders, in form and substance acceptable to the form of Exhibit A.Lenders. (dvi) The Designated Agent Lender shall have received any Notes Note requested by a Lender pursuant to Section 2.13 2.24 payable to the order of each such requesting Lender. (evii) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective initial Credit Extension Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hviii) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects Each of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent Loan Documents shall have received evidence of all governmental, equity holder been duly executed and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken delivered by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a wholeapplicable, and no law or regulation shall be applicable which in to the reasonable judgment of the Designated Agent could have such effectAgent. (jix) No action, suit, investigation or proceeding is pending or, to The Agent shall have received the knowledge original stock certificates of the Borrowerpledged securities required by the Collateral Documents, threatened endorsed in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensionsblank. (kx) The Designated Lenders shall have received the Borrower's audited June 30, 2007 financial statements and the Borrower's December 31, 2007 financial statements. (xi) The Agent shall have received: received satisfactory return after search in accordance with the Uniform Commercial Code or the applicable law in such governmental offices as the Agent shall have deemed appropriate. (xii) The Agent shall have received a compliance certificate, in substantially the form of Exhibit B, duly completed and executed by the Borrower. (xiii) The Agent shall have received a solvency certificate, in the form prescribed by the Agent, duly executed by the Borrower. (xiv) The Agent shall have determined that (i) pro forma since March 21, 2008, there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, financial statements giving effect to markets or in capital markets generally that would likely impair syndication of the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts Loans hereunder and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) the Borrower have fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's operations and prospects and such other information as the Designated Agent deems necessary to successfully syndicate the Loans hereunder. (xv) The Lenders shall have received such other documents as any Lender or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the GuarantySecurity Agreement. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the date of the initial Credit Extension Effective Date (1) there is no Default or Event of Default which has occurred and is continuing and nor will any such Default or Event of Default exist after giving effect to the transactions with the Bank which have been requested by the Borrower; (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of the date of the certificate with the same force and effect as if made on such date except to the extent any such representation or warranty is stated to relate solely to an earlier date; and (3) there has been no Material Adverse Effect since December 31, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date2016. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, substantially covering the opinions set forth in Exhibit A and such other opinions reasonably required by the form of Exhibit A.Administrative Agent. The Borrower’s counsel shall be reasonably acceptable to the Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender one or more Lenders pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.F. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, Material Adverse Effect since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date2016. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.21, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.,

Initial Credit Extension. The Lenders and the Issuing Banks shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedprecedent have been satisfied and the Borrower has furnished to the Agent with sufficient copies for the Lenders and the Issuing Banks: (a) The Designated 4.1.1 Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. 4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent shall have received executed counterparts of each of this Agreement and the GuarantyLenders shall be entitled to rely until informed of any change in writing by the Borrower. (b) The Designated Agent shall have received a 4.1.4 A certificate, signed by the chief financial officer Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of the Borrower, stating that on the date of the initial Credit Extension Date (1a) no Default or Event of Unmatured Default has occurred and is continuing and continuing, (2b) all of the representations and warranties contained in Article V are shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received no material adverse change in the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred since December 31, 2003 except for the Disclosed Matters. 4.1.5 A written opinion of the Borrower’s counsel (which may include in-house 's counsel), in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A. (d) The Designated Agent shall have received any 4.1.6 Any Notes requested by a Lender pursuant to Section 2.13 2.16 payable to the order of each such requesting Lender. (e) 4.1.7 Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. 4.1.8 The Designated Agent shall have received such documents and certificates relating to the organizationdetermined that (i) there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, existence and good standing financial markets or in capital markets generally that would likely impair syndication of the Borrower Loans hereunder, and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to (ii) the Borrower has fully cooperated with the Agent's syndication efforts, including, without limitation, by providing the Agent with information regarding the Borrower's operations and prospects and such Guarantors, other information as the Loan Documents or Agent deems necessary to successfully syndicate the transactions contemplated hereby, all in form and substance Loans hereunder. 4.1.9 Evidence satisfactory to the Designated Agent and its counsel and as further described in that the list of closing documents attached as Exhibit I. (f) If the initial Existing Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Agreements shall have received a properly completed Facility LC Application. been or shall simultaneously with the effectiveness of this Agreement on the Closing Date be terminated (gexcept for those provisions that expressly survive the termination thereof) The Designated Agent shall have received and all fees loans outstanding, if any, and other amounts due and payable on or prior owed to the Effective Datelenders or agents thereunder shall have been, includingor shall simultaneously with the effectiveness of this Agreement, paid in full. 4.1.10 Evidence satisfactory to the extent invoiced, reimbursement or payment of Agent that the Five-Year Credit Agreement shall have been duly executed by all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderparties thereto. (h) There 4.1.11 All documentation and other information that any Lender shall not reasonably have occurred a material adverse change (x) requested in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateUSA Patriot Act. (i) The Designated Agent shall 4.1.12 Such other documents as any Lender or its counsel may have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effectrequested. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in form and substance reasonably satisfactory to the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, Material Adverse Effect since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date2013. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132014, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 20122013.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Signatory of the Borrower, stating that on the date of the initial Effective Date, both before and immediately after giving effect to all Credit Extension Extensions made on such day, (1i) no Default or Event of Default has occurred and is continuing continuing, (ii) no Material Adverse Change has occurred, and (2iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, addressed to the Lenders, in . The Borrower’s counsel shall be reasonably acceptable to the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (or its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Applicationapplication. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoicedinvoiced at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateMaterial Adverse Change. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods periods, if any, shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower REIT and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the REIT or the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, together with a compliance certificate signed by an Authorized Signatory of the Borrower calculating (and can comply with showing compliance with) the financial covenants and tests set forth in Section 6.196.16 as of the Effective Date, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower REIT and its Subsidiaries for the two-fiscal quarter period ended September June 30, 20132025, and (iv) audited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal year years ended 2012December 31, 2023 and December 31, 2024. (l) Upon the reasonable request of any Lender made at least ten Business Days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money- laundering rules and regulations, including the PATRIOT Act, in each case at least five Business Days prior to the Effective Date. (m) The Administrative Agent shall have received due diligence responses to its requests regarding the Eligible Properties, including a list of the Eligible Properties and the NOI attributable thereto. (n) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower to each applicable Lender that requests such Beneficial Ownership Certification. (o) Any and all indebtedness, including principal, interest and any other unpaid amounts, in respect of the Tranche 1 Term Loan Facility (as defined in the Existing Credit Agreement) shall have been, or substantially simultaneously with the occurrence of the Effective Date shall be, fully repaid (and may be repaid with the proceeds of Advances made hereunder on the Effective Date). (p) Any and all indebtedness, including principal, interest and any other unpaid amounts, in respect of the Tranche 4 Term Loan Facility (as defined in the Existing Credit Agreement) shall have been, or substantially simultaneously with the occurrence of the Effective Date shall be, fully repaid (and may be repaid with the proceeds of Advances made hereunder on the Effective Date).

Initial Credit Extension. The Lenders and the Issuing Banks shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedprecedent have been satisfied and the Borrowers have furnished to the Agent with sufficient copies for the Lenders and the Issuing Banks: (a) The Designated Agent shall have received executed counterparts 4.1.1 Copies of the articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the appropriate governmental officer in the jurisdiction of this Agreement incorporation of such Borrower, and a certificate of good standing with respect to each Borrower from the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. 4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the GuarantyLenders shall be entitled to rely until informed of any change in writing by such Borrower. (b) The Designated Agent shall have received a 4.1.4 A certificate, signed by the chief financial officer Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of the each Borrower, stating that on the date of the initial Credit Extension Date (1a) no Default or Event of Unmatured Default has occurred and is continuing and with respect to such Borrower, (2b) all of the representations and warranties contained in Article V are shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. date and (c) The Designated Agent shall have received a written opinion the condition set forth in Section 4.1.9 below has been or is simultaneously being satisfied. 4.1.5 Written opinions of the Borrower’s counsel (which may include in-house Borrowers’ counsel), in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A.Exhibits A.1 and A.2. (d) The Designated Agent shall have received any 4.1.6 Delivery of copies of the required regulatory authorizations identified on Schedule 4. 4.1.7 Any Notes requested by a Lender Lenders pursuant to Section 2.13 2.16 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating 4.1.8 Written money transfer instructions, in substantially the form of Exhibit D, addressed to the organizationAgent and signed by an Authorized Officer, existence and good standing of together with such other related money transfer authorizations as the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance Agent may have reasonably requested. 4.1.9 Evidence satisfactory to the Designated Agent and its counsel and as further described in that the list of closing documents attached as Exhibit I. (f) If the initial Existing Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Agreements shall have received a properly completed Facility LC Application. been or shall simultaneously with the effectiveness of this Agreement on the Closing Date be terminated (gexcept for those provisions that expressly survive the termination thereof) The Designated Agent or that the commitments thereunder shall have received expired in accordance with their terms, and all fees loans and letters of credit outstanding, if any, and other amounts due and payable on or prior owed to the Effective Datelenders or agents thereunder shall have been, includingor shall simultaneously with the effectiveness of this Agreement be, paid or terminated in full. 4.1.10 Evidence satisfactory to the extent invoiced, reimbursement or payment of all outAgent that the Company’s Existing Five-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent Year Credit Agreement shall have received evidence of all governmental, equity holder been amended and third party consents and approvals (if any) necessary restated in connection with substantially the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then form heretofore made available to the Designated Agent, Lenders. 4.1.11 All documentation and other information that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can any Lender shall reasonably have requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the financial covenants and tests set forth in Section 6.19, (ii) such information USA Patriot Act. 4.1.12 Such other documents as the Designated Agent any Lender or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The This Agreement shall not become effective and the Lenders shall not be required to make the initial Credit Extension hereunder unless each of the Borrowers have satisfied the following conditions is satisfiedconditions: (a) The Designated Each Borrower has furnished to the Administrative Agent shall have received executed counterparts with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of this Agreement and the Guarantyincorporation. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or Treasurer of the such Borrower, stating that on the date of the initial Credit Extension Restatement Date (1A) no Default or Event of Unmatured Default has occurred and is continuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (2B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (cv) The Designated Agent shall have received a written opinion Written opinions of the Borrower’s counsel (which may include in-house Borrowers’ legal counsel), addressed to the Lenders, Administrative Agent and the Lenders in form and substance reasonably satisfactory to the form of Exhibit A.Administrative Agent. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.15 payable to the order of each such requesting Lender. (evii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The Designated Agent Parent Guaranty, duly executed by the Company. (b) Evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have received been (or shall substantially contemporaneously be) repaid in full (it being understood that such documents and certificates relating to the organization, existence and good standing amounts may be repaid out of the Borrower and each initial Guarantor, the authorization proceeds of the transactions contemplated hereby Advances hereunder and any other legal matters relating “Facility LCs” issued under and as defined in the Existing Credit Agreement shall be deemed to have been issued and outstanding under this Agreement (and from and after the Borrower Restatement Date shall be subject to and such Guarantorsgoverned by the terms and conditions of this Agreement, including the Loan Documents or the transactions contemplated hereby, all terms of Section 2.21.1)). (c) A consent hereto from each Exiting Lender in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationAdministrative Agent. (gd) The Designated Agent shall have received all Payment of the fees and other amounts due described in the Fee Letters and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses other reasonable fees required to be reimbursed paid, in each case, that are due on or paid by before the Borrower hereunder. (h) There shall not date hereof and for which invoices have occurred a material adverse change (x) in been presented to the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateCompany. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect , at least five days prior to the initial Credit Extensions contemplated herebyRestatement Date, which demonstrateall documentation and other information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) to the extent any Foreign Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Date, any Lender that has requested, in writing prior to such date, a Beneficial Ownership Certification in relation to such Foreign Subsidiary Borrower shall have received such Beneficial Ownership Certification (provided that, upon the Designated Agent’s reasonable judgmentexecution and delivery by such Lender of its signature page to this Agreement, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests condition set forth in Section 6.19, this clause (ii) such information as the Designated Agent may reasonably request shall be deemed to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012be satisfied).

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedBorrowers have furnished to the Agent with sufficient copies for the Lenders: (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of each Borrower, together with all amendments, and a certificate of this Agreement good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation (ii) Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the GuarantyLenders shall be entitled to rely until informed of any change in writing by such Borrower. (biv) The Designated Agent shall have received a A certificate, signed by the chief financial officer of the each Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion or opinions of the Borrower’s counsel (which may include in-house Borrowers' counsel), addressed to the Lenders, Lenders in substantially the form of Exhibit A.C. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (evii) The Designated Agent shall have received such documents and certificates relating Written money transfer instructions, in substantially the form of Exhibit D, addressed to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and signed by an Authorized Officer, together with such other related money transfer authorizations as further described in the list of closing documents attached as Exhibit I.Agent may have reasonably requested. (fviii) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gix) The Designated Agent shall have received all fees and other amounts due and payable on or prior complete executed copies of the documents relating to the Effective Date, including, to Senior Note Agreement of the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to Company and the Agent shall be reimbursed or paid by satisfied with the Borrower hereundercovenants set forth therein. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations Such other documents as any Lender or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateits counsel may have reasonably requested. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s and Guarantors’ counsel (which may include local counsel and in-house counsel), addressed to the Lenders, substantially covering the opinions set forth in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Signatory of the Borrower, stating that on the date of the initial Effective Date, both before and immediately after giving effect to all Credit Extension Extensions made on such day, (1i) no Default or Event of Default has occurred and is continuing continuing, (ii) no Material Adverse Change has occurred, and (2iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, addressed to the Lenders, in . The Borrower’s counsel shall be reasonably acceptable to the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (or its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoicedinvoiced at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateMaterial Adverse Change. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods periods, if any, shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower REIT and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the REIT or the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, together with a compliance certificate signed by an Authorized Signatory of the Borrower calculating (and can comply with showing compliance with) the financial covenants and tests set forth in Section 6.196.16 as of the Effective Date, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132023, and (iv) audited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal year years ended 2012December 31, 2021 and December 31, 2022. (l) Upon the reasonable request of any Lender made at least ten Business Days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five Business Days prior to the Effective Date. (m) The Administrative Agent shall have received due diligence responses to its requests regarding the Eligible Properties, including a list of the Eligible Properties and the NOI attributable thereto. (n) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower to each applicable Lender that requests such Beneficial Ownership Certification. (o) Any and all indebtedness, including principal, interest and any other unpaid amounts, in respect of the Tranche 5 Term Loan Facility (as defined in the Existing Credit Agreement) shall have been, or substantially simultaneously with the occurrence of the Effective Date shall be, fully repaid (and may be repaid with the proceeds of Advances made hereunder on the Effective Date).

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) a. The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the GuarantySecurity Agreement. (b) b. The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the date of the initial Credit Extension Effective Date (1) there is no Default or Event of Default which has occurred and is continuing and nor will any such Default or Event of Default exist after giving effect to the transactions with the Bank which have been requested by the Borrower; (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of the date of the certificate with the same force and effect as if made on such date except to the extent any such representation or warranty is stated to relate solely to an earlier date; and (3) there has been no Material Adverse Effect since December 31, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date2016. (c) c. The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, substantially covering the opinions set forth in Exhibit A and such other opinions reasonably required by the form of Exhibit A.Administrative Agent. The Borrower’s counsel shall be reasonably acceptable to the Administrative Agent. (d) d. The Designated Administrative Agent shall have received any Notes requested by a Lender one or more Lenders pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) e. The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.F. (f) f. If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) g. The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) h. There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, Material Adverse Effect since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date2016. (i) i. The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) j. No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) k. The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.21, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September June 30, 20132017, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012December 31, 2016. l. The Administrative Agent shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Sections 5.18 and 6.6. m. Each document (including any Uniform Commercial Code financing statement) 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 Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described herein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (ai) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement, the Intercreditor Agreement, a Pledge Agreement for each Foreign Subsidiary which is a Material Subsidiary as of the Closing Date, and the Guaranty. (bii) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the BorrowerCompany, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (ciii) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, Lenders substantially covering the opinions set forth in the form of Exhibit A. (div) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (ev) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower Company, any Foreign Subsidiaries that are Foreign Borrowers as of the Closing Date, each Pledgor (if other than the Company) and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower Company, such Pledgors and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (fvi) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (gvii) The Designated Administrative Agent shall have received a customary payoff letter confirming that all Indebtedness under the Existing Credit Agreement (other than the Existing Letters of Credit) shall have been fully repaid or will be repaid with the Loans) made as part of the initial Credit Extension, all commitments thereunder shall be terminated and cancelled prior to or concurrent with the initial Credit Extension, and any and all Liens thereunder shall have been terminated or shall be terminated concurrently with the initial Credit Extensions. (viii) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower Borrowers hereunder. (hix) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or operations, condition (financial or otherwise), results of operations, operations or prospects of the Borrower Company and the Guarantors its Subsidiaries taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities 2010, which could reasonably be expected to datehave a Material Adverse Effect. (ix) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower Company and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jxi) No action, suit, investigation or proceeding is pending or, to the knowledge of the BorrowerBorrowers, threatened in any court or before any arbitrator or Governmental Authority governmental authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect. (kxii) The Designated Administrative Agent shall have received: (ia) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower Company and its Subsidiaries can repay its their debts and satisfy its their other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.25, (iib) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iiic) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132011, and (ivd) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012December 31, 2008, December 31, 2009 and December 31, 2010. The Administrative Agent will be deemed to have received the financial statements described in clauses (c) and (d) if the same are on file with the Securities and Exchange Commission. (xiii) The Administrative Agent shall have received evidence reasonably satisfactory to it of current insurance coverage for the Company and its Subsidiaries conforming to the requirements of Section 5.17.

Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each shall be subject to the satisfaction of the following conditions is satisfiedprecedent and, if applicable, the delivery by the Borrower to the Agent of sufficient copies for the Lenders of: (a) The Designated 4.1.1 Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the secretary or assistant secretary of the Borrower, of its by‑laws and of its board of directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. 4.1.3 An incumbency certificate, executed by the secretary or assistant secretary of the Borrower, which shall identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent shall have received executed counterparts of each of this Agreement and the GuarantyLenders shall be entitled to rely until informed of any change in writing by the Borrower. (b) The Designated Agent shall have received a 4.1.4 A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the date of the initial Credit Extension Closing Date, (1a) no Default or Event of Unmatured Default has occurred and is continuing and (2b) the all representations and warranties contained herein and in Article V the other Loan Documents are true and correct in all material respects (or, if qualified as to materiality, in all respects) on and as of the date made (except to the extent already qualified by materiality, in which case said such representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely expressly speak to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except or, if qualified as to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date). (c) The Designated Agent shall have received a written opinion 4.1.5 Written opinions of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably satisfactory to the Agent and addressed to the Agent and the Lenders. 4.1.6 A counterpart of this Agreement duly executed by the Borrower, in the form of Exhibit A. (d) The Designated Agent shall have received any together with duly executed Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) 4.1.7 The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all a pay-off letter in form and substance reasonably satisfactory to it evidencing that all existing Indebtedness of the Designated Agent Borrower under the Existing Credit Agreement shall have be repaid in full and its counsel such Indebtedness and as further described in the list commitment 63 to lend thereunder shall have been terminated (other than contingent obligations and unasserted indemnification claims and the Existing Letters of closing documents attached as Exhibit I.Credit). (f) If 4.1.8 To the initial Credit Extension will extent any Loan or Advance is requested to be made on the issuance of a Facility LCClosing Date, the applicable LC Issuer Agent shall have received a properly completed Facility LC ApplicationBorrowing Notice duly executed by the Borrower, together with an Account Designation Letter. 4.1.9 Borrower shall have provided to the Agent and the Lenders, at least 5 Business Days prior to the Closing Date or such later date reasonably acceptable to the Agent, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 4.1.10 The Borrower shall have paid (gA) to the Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 10.9 and (B) all invoiced fees, charges and disbursements of one counsel to the Agent (directly to such counsel if requested by the Agent) to the extent accrued and unpaid prior to or on the Closing Date in accordance with Section 9.6. 4.1.11 The Designated Agent shall have received copies of all fees other documents, certificates and other amounts due and payable on or prior instruments reasonably requested thereby, with respect to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid transactions contemplated by the Borrower hereunder. (h) There this Agreement. The Agent shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of promptly notify the Borrower and the Guarantors taken as Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a whole, since December 31, 2012 or (y) in Lender unless the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have notice from such effect. (j) No action, suit, investigation or proceeding is pending or, Lender prior to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensionsproposed Closing Date specifying its objection thereto. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedsatisfied or waived: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materialityrespects, in which case said representations and warranties are true and correct in all respects) each case, as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been (x) with respect to any representation or warranty that contains a materiality qualifier, true and correct in all respects and (y) with respect to any representation or warranty that does not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materialityrespects, in which case said representations and warranties are true and correct in all respects) each case, on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of from the Borrower’s counsel (which may include local counsel and in-house counsel), ) addressed to the Lenders, in form and substance reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder (including the deeds of trust with respect to real property) shall have been terminated and released. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Datedate hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or operations, condition (financial or otherwise), ) or results of operations, or prospects operations of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date2010. (ij) The Designated Agent shall have received evidence of all All governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing shall have been obtained and delivered to the Administrative Agent and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority governmental authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect. (kl) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.21, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132011, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012December 31, 2008, December 31, 2009 and December 31, 2010. (m) The Administrative Agent shall have received evidence satisfactory to it of current insurance coverage for the Borrower. The Administrative Agent shall notify the Borrower upon the satisfaction or waiver of all conditions set forth in this Section 4.1, and such notice shall be conclusive and binding.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article ARTICLE V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the a form of Exhibit A.approved by Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial condition, or otherwise), results of operations, or prospects operations of the Borrower and the Guarantors taken as a whole, since December 31, 2012 2015 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, and (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in a form approved by the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 2.12 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial current Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial condition, or otherwise), results of operations, or prospects operations of the Borrower and the Guarantors taken as a whole, since December 31, 2012 2019 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent commitments under the Existing Credit Agreement shall have received evidence been or shall simultaneously with the effectiveness of this Agreement be terminated, all governmentalprincipal, equity holder interest, fees and third party consents other amounts outstanding, accrued or owed thereunder shall have been or shall be paid in full or, with respect to outstanding letters of credit, cash collateralized (for the avoidance of doubt, such amounts may be paid with the proceeds of Loans through a concurrent borrowing under the terms of this Agreement, which shall be evidenced by the execution and approvals (delivery of a Borrowing Request to the Administrative Agent on or prior to the date hereof, and any letter of credit outstanding under the Existing Credit Agreement may continue to be outstanding if any) necessary designated as an Existing Letter of Credit hereunder), and all guarantees existing in connection with the contemplated financing and all applicable waiting periods Existing Credit Agreement shall have expired without been or so substantially simultaneously with the effectiveness of this Agreement be discharged and released. Each Lender that is a Lender under the Existing Credit Agreement hereby waives the requirement under the Existing Credit Agreement that any action being taken by notice of termination of commitments or any authority that would prepayment of loans under the Existing Credit Agreement be reasonably likely delivered prior to restrain, prevent the effective date of such termination or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effectrepayment. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent Prior to or substantially concurrently with the effectiveness of this Agreement, the Borrower shall have received: issued at least $250,000,000 in aggregate principal amount of the Senior Notes. (i) pro forma financial statements giving effect Upon the reasonable request of any Lender made at least ten days prior to the initial Credit Extensions contemplated herebyEffective Date, which demonstratethe Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in the Designated Agent’s reasonable judgment, together with all other information then available each case at least five days prior to the Designated AgentEffective Date and (ii) at least five days prior to the Effective Date, that if the Borrower can repay qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower to any Lender that has requested, in a written notice to the Borrower (provided that, upon the execution and delivery by such Lender of its debts and satisfy its other obligations as and when they become duesignature page to this Agreement, and can comply with the financial covenants and tests condition set forth in Section 6.19, this clause (ii) such information as the Designated Agent may reasonably request shall be deemed to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012be satisfied).

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are shall be true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are shall have been true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion opinions of counsel to the Borrower’s counsel (which may include in-house counsel)Loan Parties, addressed to the Lenders, in the form of Exhibit A. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Applicationapplication. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 2023 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated herebyhereby and the other transactions, which demonstrateif any, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19being consummated contemporaneously therewith, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 20132024, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012December 31, 2023. (l) The Administrative Agent shall have received evidence satisfactory to it that the Credit Agreement dated as of December 13, 2013, among the Borrower, the financial institutions party thereto as lenders, U.S. Bank and Citibank, N.A., as Co-Administrative Agents, and U.S. Bank, as Designated Agent, has been terminated and cancelled and all Indebtedness thereunder has been, or will be substantially concurrently with the making of the initial Loans hereunder, fully repaid. (m) Upon the reasonable request of any Lender made at least 10 days before the Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering Laws, including the PATRIOT Act, in each case at least five days before the Effective Date. (n) At least five days before the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, in substantially covering the form of Exhibit A.opinions reasonably required by the Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower (including the Existing Credit Agreement) shall have been terminated and cancelled and all Indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans). (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations, or prospects of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31June 30, 2012 2019 or (y) in the facts and information regarding such entities as represented by such entities to date. (ij) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (kl) The Designated Administrative Agent shall have receivedreceived to the extent requested: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.20, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 20132019, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012June 30, 2017, 2018, and 2019. (m) Upon the reasonable request of any Lender made at least ten days prior to the Closing Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date. (n) At least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1i) no Default or Event of Default has occurred and is continuing and (2ii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders and in form and substance satisfactory to the Lenders, in the form of Exhibit A.. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Facility shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans and except without respect to Existing Letters of Credit, which shall be deemed Facility LCs hereunder). (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (xi) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations, or prospects operations of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31January 1, 2012 2011 or (yii) in the facts and information regarding such entities as represented by such entities to date. (ij) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which that in the reasonable judgment of the Designated Administrative Agent could have such effect. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of any Responsible Officer of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect. (kl) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.17, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30July 2, 20132011, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012December 27, 2008, January 2, 2010 and January 1, 2011. (m) The Administrative Agent shall have received evidence satisfactory to it of current insurance coverage for the Borrower.

Initial Credit Extension. The obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each Loans and the obligation of the following Issuing Lender to issue its initial Letter of Credit (whichever first occurs) is, in addition to the conditions is satisfied: precedent specified in Section 12.2, subject to the conditions precedent that (a) The Designated all Debt to be Repaid has been (or concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Administrative Agent shall have received executed counterparts (i) evidence, reasonably satisfactory to the Administrative Agent, that the Company has received cash equity contributions from Parent in an amount not less than $90,000,000 in connection with the Purchase, which shall be satisfactory in all respects to the Administrative Agent; (ii) evidence, reasonably satisfactory to the Administrative Agent, that (A) the Company has completed, or concurrently with the initial credit extension hereunder will complete, the Related Transactions in accordance with the terms of each the Related Agreements (without any amendment thereto or waiver thereunder that is in a manner adverse to the Lenders unless consented to by the Lenders) and in accordance with applicable law, (B) the sum of this Agreement (x) the aggregate consideration for the Purchase (exclusive of the Earn-Out Obligations) plus (y) all Debt to be Repaid shall not exceed $155,000,000 and (C) the aggregate fees and expenses in connection with the Related Transactions and the Guaranty. transactions hereunder shall not exceed $5,000,000; and (biii) The Designated Agent shall have received a certificate, signed by the chief financial officer all of the Borrowerfollowing, stating that on each duly executed and dated the Closing Date (or such earlier date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except as shall be satisfactory to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counselAdministrative Agent), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent (and the date on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If Lenders is called the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective “Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.”):

Initial Credit Extension. The obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each Loans and the obligation of the following Issuing Lender to issue its initial Letter of Credit (whichever first occurs) is, in addition to the conditions is satisfied: precedent specified in Section 12.2, subject to the conditions precedent that (a) The Designated all Debt to be Repaid has been (or concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Administrative Agent shall have received executed counterparts (i) evidence, reasonably satisfactory to the Administrative Agent, that Holdings shall have financed the consummation of the Related Transactions with no less than $72,500,000 of proceeds received from the issuance of its Capital Securities prior to the Closing Date; (ii) evidence, reasonably satisfactory to the Administrative Agent, that the Loan Parties have completed the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder unless consented to by the Lenders); (iii) evidence, reasonably satisfactory to the Administrative Agent, that (A) the Proxy Statement shall have been approved for distribution to the holders of the Capital Securities of Holdings by the SEC and any other applicable governmental agency or authority, and the Proxy Statement shall have been so distributed, in each case without any amendment or other modification thereto without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), (B) the aggregate fees and expenses with respect to the Related Transactions and without duplication, the transactions contemplated by this Agreement and the Guaranty. do not exceed $5,200,000, (bC) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that based on the date most recent financial statements of Holdings and its Subsidiaries, and after giving effect to the making of the initial Credit Extension Loans and consummation of the Related Transactions and the payment of all fees, expenses and costs incurred in connection therewith, (1x) no Default or Event of Default has occurred the difference between Revolving Loan Availability and the Revolving Outstandings is continuing not less than $2,000,000, (y) EBITDA for the twelve (12) calendar months most recently ended is not less than $8,200,000 and (2z) the representations and warranties contained in Article V are true and correct in all material respects Total Debt to EBITDA Ratio for the twelve (except 12) calendar months most recently ended is not greater than 2.5 to 1.0; (iv) evidence, reasonably satisfactory to the extent already qualified Administrative Agent, that (A) holders of Capital Securities of Holdings holding more than 50% of the Public Shares have approved the consummation of the stock acquisition contemplated by materialitythe Purchase Agreement and (B) holders of Capital Securities of Holdings holding no more than 20% of the Public Shares shall have exercised their rights to participate in the Stock Conversion; and (v) all of the following, in which case said representations each duly executed and warranties are true and correct in all respects) dated the Closing Date (or such earlier date as of such date except shall be satisfactory to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counselAdministrative Agent), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent (and the date on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If Lenders is called the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective “Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.”):

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement Agreement, the Security Agreement, the Mexico Collateral Documents, the Guaranty and the GuarantyMortgages. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A.[Intentionally omitted.] (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 2.11 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent Administrative Agent, the Required Lenders and its counsel and as further described in the list of closing documents attached as Exhibit I.their respective counsel. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingreceived, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hg) There Other than events leading up to and resulting from the commencement of the Chapter 11 Cases, there shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations, or prospects operations of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31, 2012 2018 or (y) in the material facts and information regarding such entities as represented to date by such entities to datethe Administrative Agent or Lenders. (ih) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent or Required Lenders could have such effect. (ji) No Except as set forth in Schedule 4.1(i), no action, suit, investigation or proceeding is pending or, to the knowledge of any officer of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (j) [Intentionally omitted.] (k) The Designated Administrative Agent shall have received: received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and Required Lenders and otherwise in compliance with the terms of Sections 5.18 and 6.6. (l) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where the initial Loan Parties are organized, and such search shall reveal no Liens on any of the assets of the initial Loan Parties except for (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19M3 Purported Liens, (ii) such information as the Designated Agent may reasonably request to confirm the taxLiens permitted by Section 6.16, legal, and business assumptions made in such pro forma financial statements, or (iii) unaudited consolidated financial statements Liens to be discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory to the Administrative Agent and Required Lenders. (m) Each document (including any Uniform Commercial Code financing statement) 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 Borrower and its Subsidiaries Administrative Agent, for the fiscal quarter ended September 30benefit of the Lenders, 2013a perfected Lien on the Collateral described herein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.16), shall be in proper form for filing, registration or recordation. (n) The Administrative Agent and the Lenders shall have received and reviewed all material so-called “first day” motions, declarations, and other pleadings to be filed in the Chapter 11 Cases, including the Sale Motion, each of which shall be in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Required Lenders; (ivo) audited consolidated financial statements The Administrative Agent and the Lenders shall have received and reviewed the Approved Budget, which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders, which shall be attached to the DIP Orders. (p) All motions and other documents to be filed with and submitted to the Bankruptcy Court in connection with the DIP Orders shall be, prior to such filing and submittal, (x) received by the Administrative Agent and the Required Lenders reasonably in advance of filing and (y) in form and substance satisfactory to the Borrower, the Administrative Agent and the Required Lenders. The Interim Borrowing Order shall have been entered, shall be in full force and effect, and neither shall have been reversed, vacated or stayed, or modified without the prior written consent of the Borrower Borrower, the Administrative Agent and its Subsidiaries for the fiscal year ended 2012Required Lenders, and all other necessary consents and approvals to the transactions contemplated hereby shall have been obtained and shall be satisfactory to the Administrative Agent and Required Lenders. (q) The Bankruptcy Court shall have entered the DIP Orders granting the Administrative Agent and the Lenders under the Pre-Petition Credit Agreement adequate protection of their interests, which orders shall be in form and substance acceptable to the Borrower, the Administrative Agent and the Required Lenders.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, in substantially covering the form of Exhibit A.opinions reasonably required by the Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer The Administrative Agent shall have received a properly completed Facility LC Applicationcopy of the Compliance Certificate delivered to the administrative agent under the Revolving Credit Agreement demonstrating that the Borrower is in pro forma compliance with the covenants set forth in Section 6.20 thereof after giving pro forma effect to the incurrence of the Loans advanced hereunder. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations, or prospects of the Borrower and the Guarantors its Subsidiaries taken as a whole, since December 31June 30, 2012 2022 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have receivedreceived to the extent requested: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.20, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, and (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012June 30, 2020, 2021, and 2022. (l) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (m) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.

Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each shall be subject to the satisfaction of the following conditions is satisfiedprecedent and, if applicable, the delivery by the Borrower to the Agent of sufficient copies for the Lenders of: (a) The Designated 4.1.1 Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the secretary or assistant secretary of the Borrower, of its by‑laws and of its board of directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. 4.1.3 An incumbency certificate, executed by the secretary or assistant secretary of the Borrower, which shall identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent shall have received executed counterparts of each of this Agreement and the GuarantyLenders shall be entitled to rely until informed of any change in writing by the Borrower. (b) The Designated Agent shall have received a 4.1.4 A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the date of the initial Credit Extension Closing Date, (1a) no Default or Event of Unmatured Default has occurred and is continuing and (2b) the all representations and warranties contained herein and in Article V the other Loan Documents are true and correct in all material respects on and as of the date made (except to the extent already qualified by materiality, in which case said such representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely expressly speak to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date). (c) The Designated Agent shall have received a 4.1.5 A written opinion of the Borrower’s counsel (which may include in-house 's counsel), in form and substance reasonably satisfactory to the Agent and addressed to the Agent and the Lenders. 4.1.6 A counterpart of this Agreement duly executed by the Borrower, in the form of Exhibit A. (d) The Designated Agent shall have received any together with duly executed Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) 4.1.7 The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all a pay-off letter in form and substance reasonably satisfactory to it evidencing that all existing Indebtedness of the Designated Agent Borrower under the Existing Credit Agreement shall have be repaid in full and its counsel such Indebtedness and as further described in the list commitment to lend thereunder shall have been terminated (other than contingent obligations and unasserted indemnification claims and the Existing Letters of closing documents attached as Exhibit I.Credit). (f) If 4.1.8 To the initial Credit Extension will extent any Loan or Advance is requested to be made on the issuance of a Facility LCClosing Date, the applicable LC Issuer Agent shall have received a properly completed Facility LC ApplicationBorrowing Notice duly executed by the Borrower, together with a designation of the account or accounts to which the proceeds of any Credit Extensions made on or after the Closing Date are to be disbursed. 4.1.9 Borrower shall have provided to the Agent and the Lenders the documentation and other information requested by the Agent in order to comply with requirements of the Act. 4.1.10 The Borrower shall have paid (gA) to the Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 10.9 and (B) all invoiced fees, charges and disbursements of one counsel to the Agent (directly to such counsel if requested by the Agent) to the extent accrued and unpaid prior to or on the Closing Date in accordance with Section 9.6. 4.1.11 The Designated Agent shall have received copies of all fees other documents, certificates and other amounts due and payable on or prior instruments reasonably requested thereby, with respect to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid transactions contemplated by the Borrower hereunder. (h) There this Agreement. The Agent shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of promptly notify the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in Lenders of the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a wholeClosing Date, and no law or regulation such notice shall be applicable which in the reasonable judgment of the Designated Agent could have such effectconclusive and binding on all parties hereto. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each shall be subject to the satisfaction of the following conditions is satisfiedprecedent and, if applicable, the delivery by the Borrower to the Agent of sufficient copies for the Lenders of: (a) The Designated Agent shall have received executed counterparts Copies of each the certificate of this Agreement formation of the Borrower, together with all amendments, certified by the appropriate governmental officer in the State of Delaware and certified by the Guaranty. secretary or assistant secretary of the Borrower and (b) The Designated a certificate of good standing, certified by the appropriate governmental officer in the State of Delaware. 4.1.2 Copies, certified by the secretary or assistant secretary of the Borrower, of its limited liability company agreement and of the resolutions of the board of directors of the managing member of the Borrower authorizing the execution of the Loan Documents to which the Borrower is a party. 4.1.3 An incumbency certificate, executed by the secretary or assistant secretary of the Borrower, which shall identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by the Borrower. 4.1.4 A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the date of the initial Credit Extension Closing Date, (1a) no Default or Event of Unmatured Default has occurred and is continuing and (2b) the all representations and warranties contained herein and in Article V the other Loan Documents are true and correct in all material respects on and as of the date made (except to the extent already qualified by materiality, in which case said such representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely expressly speak to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date). (c) The Designated Agent shall have received a 4.1.5 A written opinion of the Borrower’s counsel (which may include in-house 's counsel), in form and substance reasonably satisfactory to the Agent and addressed to the Agent and the Lenders. 4.1.6 A counterpart of this Agreement duly executed by the Borrower, in the form of Exhibit A. (d) The Designated Agent shall have received any together with duly executed Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) 4.1.7 The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all a pay-off letter in form and substance reasonably satisfactory to it evidencing that all existing Indebtedness of the Designated Agent Borrower under the Existing Credit Agreement shall have be repaid in full and its counsel such Indebtedness and as further described in the list of closing documents attached as Exhibit I.commitment to lend thereunder shall have been terminated (other than contingent obligations and unasserted indemnification claims). (f) If 4.1.8 To the initial Credit Extension will extent any Loan or Advance is requested to be made on the issuance of a Facility LCClosing Date, the applicable LC Issuer Agent shall have received a properly completed Facility LC ApplicationBorrowing Notice duly executed by the Borrower, together with a designation of the account or accounts to which the proceeds of any Credit Extensions made on or after the Closing Date are to be disbursed. 4.1.9 Borrower shall have provided to the Agent and the Lenders the documentation and other information requested by the Agent in order to comply with requirements of the Act. 4.1.10 The Borrower shall have paid (gA) to the Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 10.9 and (B) all invoiced fees, charges and disbursements of one counsel to the Agent (directly to such counsel if requested by the Agent) to the extent accrued and unpaid prior to or on the Closing Date in accordance with Section 9.6. 4.1.11 The Designated Agent shall have received copies of all fees other documents, certificates and other amounts due and payable on or prior instruments reasonably requested thereby, with respect to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid transactions contemplated by the Borrower hereunder. (h) There this Agreement. The Agent shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of promptly notify the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in Lenders of the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a wholeClosing Date, and no law or regulation such notice shall be applicable which in the reasonable judgment of the Designated Agent could have such effectconclusive and binding on all parties hereto. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied each of the following conditions is satisfied:in a manner satisfactory to the Agent and the Lenders, and with respect to any condition requiring delivery of any agreement, certificate, document, or instrument, the Borrowers shall have, furnished to the Agent sufficient copies of any such agreement, certificate, document, or instrument for distribution to the Lenders. (a) The Designated Agent Borrowers shall have received executed counterparts furnish copies of the Organization Certificate of each Obligated Party and for each of this Agreement and the GuarantyU.K. Obligated Parties a copy of its "Register of Members", together with all amendments thereto, each certified by the appropriate governmental officer in such Obligated Party's jurisdiction of incorporation, formation, or organization or, with respect to each U.K. Obligated Party, by an Authorized Officer of each such U.K. Obligated Party, as the case may be. (b) The Designated Agent Borrowers shall have received furnish copies of the Management Agreement of each Obligated Party, and all amendments thereto, each certified by the secretary of such Obligated Party as being true, correct, and complete. (c) The Borrowers shall furnish copies of duly approved Resolutions authorizing the execution and delivery of the Loan Documents to which such Obligated Party is a party, and, with respect to the Borrowers, authorizing borrowings and requests for issuance of Facility LCs hereunder, each certified by the secretary of such Obligated Party as being true, correct, and complete. (d) The Borrowers shall furnish copies of certificates of existence and good standing (as applicable) for each Obligated Party from the jurisdiction of incorporation, organization, or formation of such Obligated Party and each other jurisdiction in which such Obligated Party is required to be qualified as a foreign business entity to transact its business as presently conducted. (e) The Borrowers shall furnish an incumbency certificate, executed by the secretary of each Obligated Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Obligated Party authorized to sign the Loan Documents to which such Obligated Party is a party and authorized to request Credit Extensions on behalf of each Borrower, upon which certificate the Agent, the LC Issuer, the Acceptance Lender, and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowers. (f) The Borrowers shall furnish a certificate, signed by the chief financial officer of the BorrowerParent on behalf of all of the Borrowers, stating that on the date of the initial Credit Extension Closing Date: (1i) no Default or Event of Unmatured Default has occurred and is continuing continuing; (ii) specifying the deposit accounts which are the respective Funding Accounts of K2 Canada, the U.K. Borrowers, and the U.S. Borrowers; and (2iii) certifying as to such other factual matters as may be reasonably requested by the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent Agent or any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier dateLender. (cg) The Designated Agent Borrowers shall have received a furnish written opinion opinions of Canadian, U.K., and U.S. counsel to the Borrower’s counsel (which may include in-house counsel)Obligated Parties, addressed to the Agent and the Lenders, in form and substance satisfactory to the Agent. (h) The Borrowers shall furnish written money transfer instructions, in substantially the form of Exhibit A.E, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have requested. (di) The Designated Agent Borrowers shall have received deliver any Notes requested by a Lender pursuant to Section 2.13 2.3 payable to the order of each such requesting Lender. (ej) The Designated Borrowers shall deliver each of the other Loan Documents required by the Agent and the Lenders in connection with this Agreement. In addition, with respect to each parcel of real Property which is required to be subject to a Lien in favor of the Agent, the Borrowers shall deliver to the Agent each of the following, in form and substance reasonably satisfactory to the Agent: (i) ALTA or other mortgagee's title policy (excluding the real Property located in ▇▇▇▇▇▇ County, Alabama and Carson City, Nevada); and (ii) such other information, documentation, and certifications as may be reasonably required by the Agent. (k) The Borrowers shall deliver duly executed UCC, PPSA, and Civil Code termination statements or amendments (or equivalent filings under such statutes, as applicable) to existing UCC and PPSA financing statements and Civil Code equivalent filings with respect to any filings against the Facility Collateral as may be requested by the Agent, and the Agent shall have been authorized to file any UCC and PPSA financing statements and Civil Code equivalent filings that the Agent deems necessary to perfect its Liens in the Facility Collateral and the Agent shall have received such documents and certificates relating any other agreement, certificate, document, or instrument which the Agent determines is necessary to perfect its Liens in any Facility Collateral with the priority specified herein or in any other Loan Document. (l) The Borrowers shall deliver a Borrowing Base Certificate which calculates each Borrowing Base as of March 14, 2003. (m) The Borrowers shall deliver to the organizationAgent, existence and good standing of the Borrower and in each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all case in form and substance satisfactory to the Designated Agent and its counsel the Lenders, a copy of (i) the Rawlings Acquisition Agreement, the "Disclosure Letter" referred to therein, and as further described each of the other agreements, documents, and instruments executed or delivered by any party in connection therewith and (ii) a copy of the list of closing documents attached as Exhibit I.Convertible Subordinated Debentures, the Securities Purchase Agreement pursuant to which the Convertible Subordinated Debentures were issued, and all other agreements, certificates, documents, and instruments executed or delivered in connection therewith. (fn) The Borrowers shall deliver evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Agent and otherwise in compliance with the terms of Section 6.7. (o) The Borrowers shall have delivered each Collateral Waiver Agreement required to be provided pursuant to Section 6.30(a). (p) The Borrowers shall have delivered each Deposit Account Control Agreement required to be provided pursuant to Section 6.30(c). (q) The Agent shall have determined that (i) since February 4, 2003, there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, financial markets, or in capital markets generally that would likely impair syndication of the Loans hereunder and (ii) the Borrowers have fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrowers' operations and prospects and such other information as the Agent deems necessary to successfully syndicate the Loans hereunder. (r) If the initial Credit Extension will be Extensions include the issuance of a Facility LC, the applicable LC Issuer Parent shall have received delivered a properly completed Facility LC Application. (gs) The Designated Agent shall have received After giving effect to all Credit Extensions to be made on the Closing Date or on the date of the Rawlings Acquisition, and payment of all fees and other amounts expenses due hereunder, and payable on or prior to with all of the Effective DateObligated Parties' indebtedness, includingliabilities, to and obligations current, the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to Unused Availability shall not be reimbursed or paid by the Borrower hereunderless than $15,000,000. (ht) There The Borrowers shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects paid all of the Borrower fees and expenses owing to the Agent and the Guarantors taken as a wholeLenders pursuant to Section 2.10, since December 31Section 9.6, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateSection 10.13. (iu) The Designated Borrowers shall provide, concurrently with the Lenders making the initial Credit Extensions, evidence satisfactory to the Agent shall have received evidence of the termination of the receivables securitization facility with General Electric Capital Corporation, the payment in full of all governmentalindebtedness, equity holder liabilities, and third obligations under the Credit Agreement dated December 21, 1999, between the Parent, Bank of America, N.A., and the financial institutions party consents thereto as lenders, and approvals (if any) necessary in connection any other Indebtedness to be repaid or retired with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment proceeds of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any initial Credit Extensions. (kv) The Designated Agent Borrowers shall have received: (i) pro forma financial statements giving effect to provide, concurrently with the Lenders making the initial Credit Extensions contemplated herebyExtensions, evidence, satisfactory to the Agent of the prepayment of the Senior Notes in full and termination of the Amended and Restated InterCreditor Agreement, dated as of March 28, 2002, among various creditors of the Parent and Bank of America, N.A. as collateral agent. (w) Since November 30, 2002, there shall not have occurred any event, and no circumstances shall exist, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available could have a Material Adverse Effect. Execution and delivery of this Agreement to the Designated Agent, Agent by any party to this Agreement constitutes acceptance by such Person that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements all of the Borrower conditions specified in this Section 4.1 have been fulfilled to such Person's satisfaction and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements that all of the Borrower Loan Documents and its Subsidiaries for any other agreement, certificate, document, or instrument executed or delivered in connection herewith on the fiscal year ended 2012Closing Date are acceptable to such Person.

Initial Credit Extension. The Lenders Bank shall not be required to make the initial Credit Extension hereunder unless each of the Borrower has furnished to the Bank and completed the following conditions is satisfiedmatters, all in form and substance satisfactory to the Bank: (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of the Borrower and the Guarantors, together with all amendments, and a certificate of good standing or existence for the Borrower and each Guarantor, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Guarantors, of each of this Agreement their respective by-laws and of each of their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and the GuarantyGuarantors are a party. (biii) The Designated Agent An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Guarantors, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which the Borrower and the Guarantors are a party, upon which certificate the Bank shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantors, as the case may be. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's and the Guarantors' counsel), addressed to the Lenders, Bank in substantially the form of Exhibit A.E. (dvi) The Designated Agent shall have received any Notes Any Note requested by a Lender the Bank pursuant to Section 2.13 payable to the order of each such requesting Lenderthe Bank. (evii) The Designated Agent shall have received such documents and certificates relating Written money transfer instructions, in substantially the form of Exhibit D, addressed to the organizationBank and signed by an Authorized Officer, existence and good standing of together with such other related money transfer authorizations as the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.Bank may have reasonably requested. (fviii) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gix) The Designated Agent shall have received all fees and other amounts due and payable on or prior to Guaranty substantially in the Effective Date, including, to form of Exhibit C. (x) Reserved. (xi) Excepting only the extent invoiced, reimbursement or payment of all outform 8-of-pocket expenses required K to be reimbursed or paid filed by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in post-closing, copies of all governmental and non-governmental consents, approvals, authorizations, declarations, registrations or filings, if any, required on the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects part of the Borrower and or the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the execution, delivery, and performance of the Loan Documents, or the transactions contemplated financing thereby or as a condition to the legality, validity or enforceability of the Loan Documents, certified as true and all applicable waiting periods shall have expired without any action being taken correct and in full force and effect as of the Effective Date by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on a duly authorized officer of the Borrower and or the Guarantors, taken as or, if none are required, a whole, and no law or regulation shall be applicable which in the reasonable judgment certificate of the Designated Agent could have such officer to that effect. (jxii) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all Such other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information documents as the Designated Agent Bank or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (ai) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cii) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, Lenders in substantially the form of Exhibit A. (diii) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 2.14 payable to the order of each such requesting Lender. (eiv) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial GuarantorArabica, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such GuarantorsArabica, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.counsel. (fv) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (gvi) The Designated Administrative Agent shall have received evidence satisfactory to it that any credit facility currently in effect for Arabica shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder shall have been terminated (or will be terminated upon disbursement of the initial Loans). (vii) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Datedate hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, in the form of Exhibit A.. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (and its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower shall have been terminated and cancelled and all Indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder, if any, shall have been terminated and released. Each of the Lenders party hereto that is also a “Lender” under and as defined in the Existing Credit Agreement hereby waives the requirement for five (5) Business Days prior written notice set forth in Section 2.3(c) thereof to permanently reduce the entire Line of Credit Loan Commitments (as defined in the Existing Credit Agreement) thereunder. (h) The Administrative Agent shall have received evidence satisfactory to it that the Lansing Trade Group Acquisition has been consummated in accordance with the terms of the Lansing Trade Group Acquisition Agreement. (i) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hj) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since Since December 31, 2012 2017, there have not occurred any events or (y) developments that in the facts and information regarding such entities as represented by such entities aggregate have had or could reasonably be expected to datehave a Material Adverse Effect. (ik) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the GuarantorsConsolidated Financial Covenant Entities (other than Excluded Subsidiaries), taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (jl) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (km) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.4, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated Consolidated financial statements of the Borrower and its Subsidiaries Consolidated Financial Covenant Entities for the fiscal quarter ended September 30, 20132018, and (iv) audited consolidated Consolidated financial statements of the Borrower and its Subsidiaries Consolidated Financial Covenant Entities for the fiscal year years ended 2012December 31, 2017, December 31, 2016 and December 31, 2015. (n) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (o) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, in the form of Exhibit A.. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (and its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.G. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of satisfactory to it that any credit facility currently in effect for the Borrower shall have been terminated and cancelled and all governmentalIndebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans) and any and all liens thereunder, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods , shall have expired without any action being taken by any authority been terminated and released. Each of the Lenders party hereto that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower is also a “Lender” under and the Guarantors, taken as a whole, and no law or regulation shall be applicable which defined in the reasonable judgment of Existing Credit Agreement hereby waives the Designated Agent could have such effect. requirement for five (j5) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests Business Days prior written notice set forth in Section 6.19, 2.3(c) thereof to permanently reduce the entire Line of Credit Loan Commitments (iias defined in the Existing Credit Agreement) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012thereunder.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Signatory of the Borrower, stating that on the date of the initial Credit Extension (1i) no Default or Event of Default has occurred and is continuing continuing, (ii) no Material Adverse Change has occurred, and (2iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, addressed to the Lenders, in . The Borrower’s counsel shall be reasonably acceptable to the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (or its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateMaterial Adverse Change. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods periods, if any, shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower REIT and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the REIT or the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, together with a compliance certificate signed by an Authorized Signatory of the Borrower calculating (and can comply with showing compliance with) the financial covenants and tests set forth in Section 6.196.16 as of the Effective Date, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal quarter ended September 30, 20132018, and (iv) audited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal year years ended 2012December 31, 2016 and December 31, 2017. (l) The Administrative Agent shall have received evidence of current insurance coverage in compliance with the terms of Sections 5.15 and 6.6. (m) Upon the reasonable request of any Lender made at least ten Business Days prior to the Effective Date, the Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five Business Days prior to the Effective Date. (n) The Administrative Agent shall have received due diligence responses to its requests regarding the Eligible Properties, including a list of the Eligible Properties and the NOI attributable thereto. (o) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower to each applicable Lender that requests such Beneficial Ownership Certification.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article ARTICLE V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the a form of Exhibit A.approved by Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial condition, or otherwise), results of operations, or prospects operations of the Borrower and the Guarantors taken as a whole, since December 31, 2012 2013 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30March 31, 20132014, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 20122013.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the GuarantyAgreement. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (w) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date, (x) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datedate (y) since December 31, 2014, there shall have been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect and (z) no consents, approvals, authorizations, registrations, filings or orders of the type described in clause (j) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, substantially covering the opinions set forth in Exhibit A and such other opinions reasonably required by the form of Exhibit A.Administrative Agent. The Borrower’s counsel shall be reasonably acceptable to the Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial GuarantorBorrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such GuarantorsBorrower, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.F. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer The Administrative Agent shall have received certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a properly completed Facility LC Applicationforeign corporation. (g) The Designated Administrative Agent shall have received evidence satisfactory to it of the repayment in full of all amounts owing under that certain Term Loan Agreement, dated as of December 21, 2012, among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent thereunder. (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hi) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since Since December 31, 2012 2014, there shall have been no change, event or (y) in the facts and information regarding such entities as represented by such entities other circumstance which has had or could reasonably be expected to datehave a Material Adverse Effect. (ij) The Designated Administrative Agent shall have received evidence certified copies of all governmentalconsents, equity holder approvals, authorizations, registrations and third party consents filings and approvals (if any) necessary orders required to be made or obtained under any applicable laws, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated financing hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a wholeexpired, and no law investigation or regulation inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be applicable which in the reasonable judgment of the Designated Agent could have such effectongoing. (jk) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (kl) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.197.12, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, 2015 and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2014, 2013 and 2012. (m) The Administrative Agent shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms herein. (n) The Administrative Agent shall have received the results of a recent UCC, tax, judgment and lien searches in respect of the Borrower, and such searches shall reveal no Liens of record other than Liens expressly permitted pursuant to Section 7.2. (o) The Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent on behalf of the Lenders may reasonably request.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article ‎ARTICLE V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the a form of Exhibit A.approved by Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section ‎Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial condition, or otherwise), results of operations, or prospects operations of the Borrower and the Guarantors taken as a whole, since December 31, 2012 2015 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section ‎Section 6.19, and (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the Term Loans or initial Credit Extension Revolving Loans hereunder, the LC Issuers shall not be required to issue the initial Facility LC hereunder and the Swing Loan Lenders shall not be required to make any Swing Loans hereunder, unless each (i) such initial Loans are made not later than January 31, 1996; (ii) the Marshalls Acquisition has been consummated (other than the payment of the following conditions is satisfiedcash portion of the purchase price from the Loans to be made hereunder); (iii) all fees and expenses payable to the Administrative Agent and the Co-Arrangers required to be paid as of such date have been paid; and (iv) the Borrower has furnished to the Administrative Agent: (a) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of each of this Agreement the Borrower and the GuarantyFacility Guarantors, together with all amendments, and a certificate of good standing, in each case certified not earlier than 15 Business Days prior to the initial Credit Extension Date by the appropriate governmental officer in its jurisdiction of incorporation. (b) The Designated Agent shall have received a certificateCopies, signed certified by the chief financial officer Secretary or Assistant Secretary of each of the BorrowerBorrower and the Facility Guarantors, stating that on of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the date Administrative Agent, the Co-Arrangers or any Lender) authorizing the execution, delivery and performance of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier dateDocuments. (c) The Designated Agent shall have received a written opinion of An incumbency certificate, executed by the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order Secretary or Assistant Secretary of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Facility Guarantors taken as a whole(the signature of which Secretary or Assistant Secretary shall be independently certified by another officer of the applicable Person), since December 31, 2012 or (y) in which shall identify by name and title and bear the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence signature of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on officers of the Borrower and the GuarantorsFacility Guarantors authorized to sign the Credit Documents and, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, with respect to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay request the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.Credit

Initial Credit Extension. The Lenders shall not be required to make In the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date case of the initial Credit Extension (1) no Default or Event Extension: 5.2.1 receipt by the Administrative Agent of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date.following: (ci) The Designated Agent shall have received a written opinion copies of the Borrower’s counsel (which may include in-house counsel)Certificate of Incorporation, addressed to the Lendersand all amendments thereto, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, accompanied by a certificate that such copies are correct and complete, issued by the authorization Secretary of State of the state of incorporation or formation of the Borrower and each Guarantor dated a current date; (ii) copies of the Bylaws, and all amendments thereto, of the Borrower and each Guarantor, accompanied by a certificate that such copies are correct and complete of an authorized representative of the Borrower and each Guarantor dated the Effective Date; (iii) certificates of the appropriate Governmental Authority of each jurisdiction in which the Borrower and each Guarantor has an executive office or principal place of business, the Borrower or such Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to qualify to do business in such state), each dated a current date, to the effect that the Borrower and each Guarantor is in good standing with respect to the payment of franchise and/or other Taxes and, if required by law, is duly qualified to transact business in such jurisdiction; (iv) certificates of incumbencies and signatures of all officers of the Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower or a Guarantor, executed by an authorized representative of the Borrower or such Guarantor, dated the Effective Date; (v) copies of resolutions approving the Loan Documents and authorizing the transactions contemplated hereby therein, duly adopted by the Board of Directors of the Borrower and each Guarantor, accompanied by a certificate of an authorized representative of the Borrower and each Guarantor that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the Board of Directors (or authorized body serving a similar function) of the Borrower and each Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Effective Date; 5.2.2 receipt by the Administrative Agent of the documents, instruments and any deliveries described in Section 4.1, each duly executed and delivered by the appropriate Person; 5.2.3 receipt by the Administrative Agent of such title reports as the Administrative Agent may reasonably request, in form and substance and from attorneys or other legal matters relating Persons reasonably acceptable to the Administrative Agent, covering and confirming indefeasible title in the Borrower to no less than 90% of the PV10 Value of the Proved Reserve portion of the Oil and Gas Properties of the Borrower included in the Initial Reserve Report and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of such portion of the Collateral; 5.2.4 receipt by the Administrative Agent of the results of searches of the UCC records of the state in which the Borrower and each Guarantor was organized and of each state in which any Collateral is situated reflecting no Liens on the Collateral except Liens in favor of the Administrative Agent and Permitted Liens; 5.2.5 receipt by the Administrative Agent of (i) satisfactory proof of the Borrower's termination of the Existing Credit Facility and any obligations of the Borrower or the lenders thereunder in connection therewith on the Effective Date and (ii) reasonably satisfactory evidence that prior Liens, if any, on any of the Oil and Gas Properties other than Permitted Liens are being released concurrently with the Closing; 5.2.6 receipt by the Administrative Agent of the opinions of counsel to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all each Guarantor in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel, including the opinions of local counsel in each jurisdiction in which the Mortgages are to be recorded. The Borrower and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior each Guarantor hereby requests such counsel to deliver its opinions to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid Administrative Agent; 5.2.7 receipt by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in Administrative Agent of certificates of insurance acceptable to Administrative Agent from the businessBorrower's insurance broker, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of confirming insurance for the Borrower and the Guarantors taken each Subsidiary as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to Effective Date meeting the knowledge standards of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.Section

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder and this Agreement shall not become effective unless the Borrowers have furnished to the Agent with sufficient copies for the Lenders the following items (and the date upon which all such items shall have been so furnished is referred to as the "Closing Date"): Copies of the articles of incorporation together with all amendments thereto, and a certificate of good standing of each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts Borrowers, all certified by the appropriate governmental officer in each Borrower's jurisdiction of incorporation. Copies certified by the Secretary or Assistant Secretary of each Borrower, of this Agreement their respective by-laws and of their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party. An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signature of the officers of each Borrower authorized to sign the Loan Documents to which such Borrower is a party and to make borrowings hereunder, upon which certificate the Agent and the Guaranty. (b) The Designated Agent Lenders shall have received a be entitled to rely until informed of any change in writing by Astec. A certificate, signed by the chief financial officer Chief Financial Officer of the BorrowerAstec, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) Borrowing Date, the representations and warranties contained in Article V this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true that no Default or Unmatured Default has occurred and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a continuing. A written opinion of counsel for the Borrower’s counsel (which may include in-house counsel), addressed to the LendersBorrowers, in substantially the form of Exhibit A. (d) The Designated C-1 hereto and of special Canadian counsel to Astec, in substantially the form of Exhibit C-2 hereto, in each case addressed to the Agent shall have received any and the Lenders. Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) Lender duly executed by the applicable Borrower and a Swing Line Note payable to the order of the Swing Line Lender duly executed by Astec. The Designated Pledge Agreement duly executed by Astec, together with certificates representing the capital stock pledged pursuant thereto and customary duly executed blank stock powers with respect thereto. A UCC-3 termination statement for filing with the Secretary of State of Tennessee releasing Bank One's interest in the Collateral as granted pursuant to the terms of the Prior Credit Agreement. A UCC-1 financing statement suitable for filing with the Secretary of State of Tennessee showing Astec as a debtor and the Collateral Agent as secured party covering the Collateral. Evidence that Astec shall have received such documents paid all fees, costs and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) it pursuant to Section 9.7 hereof and for which an invoice has been submitted to it. The insurance certificate described in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects Section 5.23. Executed copies of the Borrower Note Purchase Agreements, the Pledge Agreement and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary other documents executed in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority Senior Notes as the Agent, Lenders or their counsel may reasonably request. Evidence that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and Closing Date, the Guarantors, taken Borrowers have repaid all Tranche A Revolving Loans (as a whole, and no law or regulation shall be applicable which defined in the reasonable judgment of the Designated Agent could have such effect. Prior Credit Agreement) and Tranche B Revolving Loans (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, as defined in the Designated Agent’s reasonable judgmentPrior Credit Agreement) outstanding under the Prior Credit Agreement, together with accrued and unpaid interest thereon and all other information then available amounts required to be paid pursuant to Section 3.5 of the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply Prior Credit Agreement in connection with the financial covenants repayment of such Tranche A Revolving Loans and tests set forth in Section 6.19, (ii) such information Tranche B Revolving Loans on the Closing Date and the Aggregate Commitment under the Prior Credit Agreement shall have been terminated and all Liens thereunder released. Such other documents as the Designated Agent Lenders or their counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. (a) The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedBorrower has furnished to the Agent with sufficient copies for the Lenders: (ai) The Designated Agent shall have received This Agreement, executed counterparts by an Authorized Representative of each of this Agreement and the Guarantyparty hereto. (bii) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender executed by an Authorized Representative of the maker thereof. (eiii) The Designated Agent shall have received such documents Pledge and Security Agreements, together with UCC financing statements and stock certificates relating representing all of the issued and outstanding capital stock of each of the Guarantors (with stock powers duly endorsed in blank), in each case, executed by an Authorized Representative of each party thereto. (iv) The Mortgages with respect to the organizationreal property identified on Schedule 4.1 (iv), existence in each case executed by an Authorized Representative of each party thereto, together with such surveys and good standing title insurance policies as the Agent may require. (v) The Guaranty executed by an Authorized Representative of each of the Guarantors. (vi) The Intercompany Subordination Agreement and the Subordination Agreement, each executed by an Authorized Representative or authorized representative of each party thereto. (vii) A true and complete copy of the Seller Agreements and the Mega Marts Notes, which Seller Agreements and Mega Marts Notes shall be in form and substance reasonably satisfactory to the Agent and the Required Lenders, together with a certificate executed by an Authorized Person of the Borrower, certifying that the transactions contemplated by the Seller Agreements have been consummated substantially in accordance with their terms. (viii) Copies of the articles or certificate of incorporation of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby Guarantors, together with all amendments, and a certificate of good standing or current status, each certified by the appropriate governmental officer in their respective jurisdiction of incorporation. (ix) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each of the Guarantors, of their respective by-laws and of their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and each of the other Loan Parties is a party. (x) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and each of the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Representatives and any other legal matters relating to officers of the Borrower and such Guarantors, the Guarantors authorized to sign the Loan Documents to which each of the Borrower and the Guarantors is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or a Guarantor. (xi) A certificate, signed by the transactions contemplated herebychief financial officer of the Borrower, all stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing and that there has been no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Loan Parties since January 1, 2000. (xii) A written opinion of the Loan Parties' counsel, addressed to the Lenders in substantially the form of Exhibit 4.1(xii). (xiii) Written money transfer instructions, in substantially the form of Exhibit 4.1(xiii), addressed to the Agent and substance signed by an Authorized Representative, together with such other related money transfer authorizations as the Agent may have reasonably requested. (xiv) Evidence that there is no suit, action, injunction or restraining order which, in the reasonable judgment of the Agent: (a) seeks to prohibit the making of the Loans, and (b) that if adversely determined against any Loan Party, would have a Material Adverse Effect. (xv) Information satisfactory to the Designated Agent and its counsel and as further described the Required Lenders regarding the Agent's due diligence investigation of the Loan Parties, including without limitation, information pertaining to the Loan Parties' Contingent Obligations, contractual obligations, compliance with Environmental Laws (including compliance with the terms set forth in the list Agent's Environmental Policy) and other legal (including all applicable requirements of closing documents attached as Exhibit I.Regulations U, T and X of the Board of Governors of the Federal Reserve System) and regulatory matters, joint venture liability, products liability exposure, and intellectual property and license agreements. (fxvi) Audited financial statements for the 1997 and 1998 fiscal year ends of each of Mega Marts, Inc. and Ultra Mart, Inc., and unaudited financial statements for the 1999 fiscal year end of Ultra Mart, Inc. (xvii) Pro forma opening financial statements and updated projections giving effect to the Borrower's acquisitions of Mega Marts, Inc. and Ultra Mart, Inc., together with such other information as the Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma opening financial statements and updated projections (a) which must not be materially less favorable, in the Agent's reasonable judgment, than the projections previously delivered by the Borrower to the Agent and (b) which must demonstrate, in the Agent's reasonable judgment, that the Borrower can repay its Obligations as and when due and can comply with the financial covenants set forth in Section 6.2.14 of this Agreement. (xviii) Evidence satisfactory to the Agent that all of the Loan Parties' obligations under all existing bank credit facilities and all senior note agreements have been indefeasibly paid in full and that all committed and uncommitted credit facilities have been terminated. (xix) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gxx) The Designated Agent shall have received all fees and other amounts due and payable on or prior to Evidence of the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderinsurance coverage described in Section 6.1.3. (hxxi) There The General Intangibles Mortgage executed by an Authorized Representative of the Borrower. (xxii) Such other documents as any Lender or its counsel may have reasonably requested. (b) In addition to the deliveries required under Section 4.1(a), the Lenders shall not have occurred a material adverse change (x) in be required to make the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date.initial Credit Extension hereunder unless: (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower has delivered or caused to be delivered executed lessor's agreements in form and substance satisfactory to the Guarantors, taken as a wholeAgent for each of the locations identified on Schedule 4.1(b)(i) hereto (Warehouses), and no law or regulation shall be applicable which (ii) the Borrower demonstrates to the Agent's reasonable satisfaction that it has used reasonable commercial efforts to obtain executed lessor's agreements in form and substance satisfactory to the reasonable judgment Agent for each of the Designated Agent could have such effectlocations identified on Schedule 4.1(b)(ii) hereto (Leased Store Locations). (jc) No action, suit, investigation or proceeding is pending or, Notwithstanding any term contained herein to the knowledge contrary, within sixty (60) days of the BorrowerClosing Date, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected the Borrower shall furnish to result in a Material Adverse Effect or which seeks to preventthe Agent (with sufficient copies for the Lenders), enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma audited financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the 1999 fiscal year ended 2012.of Mega Marts, Inc.

Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless each shall be subject to the satisfaction of the following conditions is satisfiedprecedent and, if applicable, the delivery by the Borrower to the Agent of sufficient copies for the Lenders of: (a) The Designated 4.1.1 Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the secretary or assistant secretary of the Borrower, of its by‑laws and of its board of directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. 4.1.3 An incumbency certificate, executed by the secretary or assistant secretary of the Borrower, which shall identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent shall have received executed counterparts of each of this Agreement and the GuarantyLenders shall be entitled to rely until informed of any change in writing by the Borrower. (b) The Designated Agent shall have received a 4.1.4 A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the date of the initial Credit Extension Closing Date, (1a) no Default or Event of Unmatured Default has occurred and is continuing and (2b) the all representations and warranties contained herein and in Article V the other Loan Documents are true and correct in all material respects (or, if qualified as to materiality, in all respects) on and as of the date made (except to the extent already qualified by materiality, in which case said such representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely expressly speak to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except or, if qualified as to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date). (c) The Designated Agent shall have received a written opinion 4.1.5 Written opinions of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably satisfactory to the Agent and addressed to the Agent and the Lenders. 4.1.6 A counterpart of this Agreement duly executed by the Borrower, in the form of Exhibit A. (d) The Designated Agent shall have received any together with duly executed Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) 4.1.7 The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all a pay-off letter in form and substance reasonably satisfactory to it evidencing that all existing Indebtedness of the Designated Agent Borrower under the Existing Credit Agreement shall have be repaid in full and its counsel such Indebtedness and as further described in the list commitment to lend thereunder shall have been terminated (other than contingent obligations and unasserted indemnification claims and the Existing Letters of closing documents attached as Exhibit I.Credit). (f) If 4.1.8 To the initial Credit Extension will extent any Loan or Advance is requested to be made on the issuance of a Facility LCClosing Date, the applicable LC Issuer Agent shall have received a properly completed Facility LC ApplicationBorrowing Notice duly executed by the Borrower, together with an Account Designation Letter. 4.1.9 Borrower shall have provided to the Agent and the Lenders, at least 5 Business Days prior to the Closing Date or such later date reasonably acceptable to the Agent, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 4.1.10 The Borrower shall have paid (gA) to the Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 10.9 and (B) all invoiced fees, charges and disbursements of one counsel to the Agent (directly to such counsel if requested by the Agent) to the extent accrued and unpaid prior to or on the Closing Date in accordance with Section 9.6. 4.1.11 The Designated Agent shall have received copies of all fees other documents, certificates and other amounts due and payable on or prior instruments reasonably requested thereby, with respect to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid transactions contemplated by the Borrower hereunder. (h) There this Agreement. The Agent shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of promptly notify the Borrower and the Guarantors taken as Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a whole, since December 31, 2012 or (y) in Lender unless the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have notice from such effect. (j) No action, suit, investigation or proceeding is pending or, Lender prior to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensionsproposed Closing Date specifying its objection thereto. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received duly executed counterparts of each all of the Loan Documents, including this Agreement Agreement, the Notes and the GuarantyCollateral Documents. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borroweran Authorized Officer, stating that on the date of the initial Credit Extension (1i) no Default or Event of Default has occurred and is continuing and (2ii) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house Borrowers’ counsel), in form and substance acceptable to the Administrative Agent, addressed to the Lenders, substantially covering the opinions set forth in Exhibit A and such other opinions reasonably required by the form of Exhibit A.Administrative Agent. The Borrowers’ counsel shall be reasonably acceptable to the Administrative Agent. (d) The Designated Administrative Agent and the Lenders shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to be satisfied in all respects with (i) the order of each such requesting Lenderterms and conditions of, and the structure of, the Banker Steel Acquisition, and (ii) the Banker Steel Acquisition Documents. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the each Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the each Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer The Administrative Agent shall have received a properly completed Facility LC Applicationany and all fees, costs and expenses owing to it. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower Borrowers hereunder. (h) There shall not have occurred a material adverse change (xi) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower Borrowers and the Guarantors their Subsidiaries taken as a whole, since December 31January 2, 2012 2021 or (yii) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower Borrowers and the Guarantorstheir Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Administrative Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the BorrowerBorrowers, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated herebyhereby and the Banker Steel Acquisition, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower Borrowers can repay its their debts and satisfy its their other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, and (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statementsstatement. (l) The Administrative Agent shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Sections 5.18 and 6.6. (iiim) unaudited consolidated financial statements The Administrative Agent shall have received a preliminary title report issued by Title Insurer showing the condition of title of each real property listed on Schedule 5.23 hereto with such real property’s legal description, a copy of all documents listed as exceptions to said title report, and a copy of all documents that evidence the vesting of the Borrower and its Subsidiaries ownership of such real property. (n) The Administrative Agent shall have received Title Insurer’s commitment to issue a Loan Policy of Title Insurance, with a liability limit of not less than the aggregate face amount of the Notes, insuring Administrative Agent’s interest under the Collateral Documents applicable to each of the real properties listed on Schedule 5.23, for the fiscal quarter ended September 30ratable benefit of Lenders, 2013together with such reinsurance or coinsurance agreements and endorsements to said policy as Administrative Agent may require, for each of the real properties listed on Schedule 5.23. (o) The Administrative Agent shall have received a current survey of each of the real properties listed on Schedule 5.23, other than the properties governed by Section 4.3, including dimensions, delineations and locations of all easements thereto, certified to Administrative Agent and in form and substance acceptable to Administrative Agent, and satisfactory to Title Insurer if required by it. (p) The Administrative Agent shall have received Title Affidavits for each of the real properties listed on Schedule 5.23, and Survey Affidavits for each of the real properties listed on Schedule 5.23, other than the properties governed by Section 4.3, in each case in form and substance acceptable to Administrative Agent, and satisfactory to Title Insurer if required by it. (q) The Administrative Agent shall have received evidence that each of the real properties listed on Schedule 5.23 is not located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or that flood hazard insurance coverage acceptable to Administrative Agent in its sole discretion is in place. (r) The Administrative Agent shall have received (a) copies of a Phase I report with respect to each of the real properties listed on Schedule 5.23, each prepared by an independent environmental consultant acceptable to Administrative Agent, which reports shall be addressed to Administrative Agent or accompanied by a reliance letter addressed to Administrative Agent, and (ivb) audited consolidated financial statements insurance against environmental risks with respect to the real properties listed on Schedule 5.23 in form and substance satisfactory to Administrative Agent. (s) The Administrative Agent shall have received evidence, in form and substance acceptable to Administrative Agent, and Title Insurer if required by it, that each of the Borrower real properties listed on Schedule 5.23 is properly zoned for its current and/or intended use. (t) The Administrative Agent shall have received evidence of a certificate of occupancy and its Subsidiaries all permits required for the fiscal year ended 2012occupancy and use of each of the real properties listed on Schedule 5.23. (u) The Administrative Agent shall have received evidence, in form and substance acceptable to Administrative Agent, and Title Insurer if required by it, that all real estate and property taxes for each of the real properties listed on Schedule 5.23 have been paid in full. (v) The Administrative Agent shall have received, for each of the real properties listed on Schedule 5.23, a written appraisal report prepared by an appraiser acceptable to Administrative Agent in its sole discretion and prepared in compliance with applicable regulatory requirements including, without limitation, the Financial Institutions Recovery, Reform and Enforcement Act of 1989, as amended from time to time, and subject to Administrative Agent’s customary independent appraisal requirements, setting forth the fair market value of the applicable real property. (w) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where the initial Borrowers are organized, and such search shall reveal no Liens on any of the assets of the initial Borrowers except for Liens permitted by Section 6.14 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory to the Administrative Agent. (x) The Administrative Agent shall have received copies of all leases related to any of the real properties listed on Schedule 5.23. (y) The Administrative Agent shall have received such subordination agreements and tenant estoppel certificates as Administrative Agent may request with respect to any tenants for the real properties listed on Schedule 5.23. (z) The Administrative Agent shall have received a written appraisal report prepared by an appraiser acceptable to Administrative Agent in its sole discretion, subject to Administrative Agent’s customary independent appraisal requirements, setting forth the fair market value of all equipment owned by Borrowers. (aa) The Administrative Agent shall have received a payoff letter and UCC-3 termination statements from ▇▇▇▇▇ Fargo Bank, N.A. and TCW Asset Management Company LLC, in each case acceptable to Administrative Agent in its sole discretion. (bb) Each document (including any Uniform Commercial Code financing statement) 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 Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described herein, prior and superior in right to any other Person, shall be in proper form for filing, registration or recordation. (cc) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, each Borrower must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (dd) At least five Business Days prior to the Effective Date, if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation to such Borrower. (ee) Borrowers shall have satisfied any and all of Administrative Agent’s loan opening requirements or conditions, including without limitation to execution of such additional agreements, instruments, documents, certificates, account opening forms, signature cards, and other instruments as Administrative Agent may require or request.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Signatory of the Borrower, stating that on the date of the initial Credit Extension (1i) no Default or Event of Default has occurred and is continuing continuing, (ii) no Material Adverse Change has occurred, and (2iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, addressed to the Lenders, in . The Borrower’s counsel shall be reasonably acceptable to the form of Exhibit A.Administrative Agent. (d) The Designated Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderLender (or its registered assigns). (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Designated Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.H. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateMaterial Adverse Change. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods periods, if any, shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower REIT and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the REIT or the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Administrative Agent’s reasonable judgment, together with all other information then available to the Designated Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, together with a compliance certificate signed by an Authorized Signatory of the Borrower calculating (and can comply with showing compliance with) the financial covenants and tests set forth in Section 6.196.16 as of the Effective Date, (ii) such information as the Designated Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal quarter ended September June 30, 20132016, and (iv) audited consolidated financial statements of the Borrower REIT and its Subsidiaries for the fiscal year years ended 2012December 31, 2014 and December 31, 2015. (l) The Administrative Agent shall have received evidence of current insurance coverage in compliance with the terms of Sections 5.15 and 6.6. (m) The Administrative Agent shall have received evidence that the Existing Credit Facilities shall have been terminated and cancelled, that all Indebtedness thereunder shall have been repaid (except to the extent that such Indebtedness is being repaid with the proceeds of the Loans), and that all Liens, if any, upon any of the property of the Loan Parties in connection therewith will be terminated prior to or concurrently with such payment (or, to the extent of any delay in such termination, cancellation, repayment or release (which delay is not expected to exceed two Business Days), the parties hereto agree that (x) any Subsidiary that is a borrower under any such Existing Credit Facility and which executes the Guaranty on the Effective Date shall not constitute a Guarantor and no Property of any such Subsidiary shall constitute an Eligible Property, in each case, unless and until such termination, cancellation, repayment and/or release, as applicable, has occurred and (y) so long as such termination, cancellation, repayment and/or release, as applicable, has occurred within two Business Days following the Effective Date (or such longer period as Administrative Agent shall reasonably agree), for all purposes under this Agreement and the other Loan Documents, the applicable Subsidiary shall be deemed to have been a Guarantor as of the Effective Date and such Property shall be deemed to have been an Eligible Property as of the Effective Date). (n) The Administrative Agent shall have received due diligence responses to its requests regarding the Eligible Properties, including a list of the Eligible Properties and the NOI attributable thereto.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfiedBorrower has furnished to the Agent with sufficient copies for the Lenders: (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation, certificate of limited partnership or declaration of trust, as applicable, of the Borrower and each Guarantor, together with all amendments, and a certificate of this Agreement and good standing, each certified by the Guarantyappropriate governmental officer in the applicable jurisdiction of incorporation. (bii) The Designated Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of its by-laws or agreement of limited partnership, as applicable, and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Agent and the Lenders shall have received a be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's counsel), addressed to the Lenders, Lenders in form and substance satisfactory to the form of Exhibit A.Agent and its counsel. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender pursuant to Section 2.13 2.14 payable to the order of each such requesting Lender. (evii) The Designated Agent Executed originals of this Agreement and of the Subsidiary Guaranty substantially in the form attached hereto as Exhibit D, each of which shall have received such documents be in full force and certificates relating effect, together with all schedules and exhibits required to be delivered pursuant hereto and thereto. (viii) Written money transfer instructions, in substantially the form of Exhibit C, addressed to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and signed by an Authorized Officer, together with such other related money transfer authorizations as further described in the list of closing documents attached as Exhibit I.Agent may have reasonably requested. (fix) If Evidence that concurrently with the initial Credit Extension will be the issuance of a Facility LChereunder, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received Prior Agreement is being terminated and all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderthereunder paid. (h) There shall not have occurred a material adverse change (x) in Such other documents as any Lender, the business, Property, liabilities (actual and contingent), operations LC Issuer or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to dateits counsel may have reasonably requested. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders Bank shall not be required to make the initial Credit Extension hereunder unless each of the Borrower has furnished to the Bank and completed the following conditions is satisfiedmatters, all in form and substance satisfactory to the Bank: (ai) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation of the Borrower and the Guarantors, together with all amendments, and a certificate of good standing or existence for the Borrower and each Guarantor, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Guarantors, of each of this Agreement their respective by-laws and of each of their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and the GuarantyGuarantors are a party. (biii) The Designated Agent An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Guarantors, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which the Borrower and the Guarantors are a party, upon which certificate the Bank shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantors, as the case may be. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) Date no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (cv) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house 's and the Guarantors' counsel), addressed to the Lenders, Bank in substantially the form of Exhibit A.J. (dvi) The Designated Agent shall have received any Any Notes requested by a Lender the Bank pursuant to Section 2.13 2.15 payable to the order of each such requesting Lenderthe Bank. (evii) The Designated Agent shall have received such documents and certificates relating Written money transfer instructions, in substantially the form of Exhibit I, addressed to the organizationBank and signed by an Authorized Officer, existence and good standing of together with such other related money transfer authorizations as the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I.Bank may have reasonably requested. (fviii) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gix) The Designated Agent shall have received all fees Confirmation of Guaranty in the form of Exhibit F and the Confirmation of Hurco Guaranty in the form of Exhibit G, the Mortgage, the Pledge Agreements and any other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses Collateral Documents required to be reimbursed or paid by the Bank duly executed on behalf of the Borrower hereunderor the Guarantors, as the case may be. (h) There shall not have occurred a material adverse change (x) The insurance certificate described in the business, Property, liabilities Section 5.19. (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects xi) A duly completed Borrowing Base Certificate as of the Borrower and close of the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to fiscal month which precedes its delivery date. (ixii) The Designated Agent shall have received evidence Copies of all governmentalgovernmental and non-governmental consents, equity holder and third party consents and approvals (approvals, authorizations, declarations, registrations or filings, if any) necessary , required on the part of the Borrower or the Guarantors in connection with the execution, delivery, and performance of the Loan Documents, or the transactions contemplated financing thereby or as a condition to the legality, validity or enforceability of the Loan Documents, certified as true and all applicable waiting periods shall have expired without any action being taken correct and in full force and effect as of the Effective Date by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on a duly authorized officer of the Borrower and or the Guarantors, taken as or, if none are required, a whole, and no law or regulation shall be applicable which in the reasonable judgment certificate of the Designated Agent could have such officer to that effect. (jxiii) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened The fees described in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsSection 2.5. (kxiv) The Designated Agent shall have received: (i) pro forma financial statements giving effect A letter agreement, in form and substance satisfactory to the initial Credit Extensions contemplated herebyBank, which demonstrateevidencing an amendment to the European Facility, in duly executed by the Designated Agent’s reasonable judgmentEuropean Subsidiaries, together with all any documents and certificates required to be delivered thereunder. (xv) Such other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information documents as the Designated Agent Bank or its counsel may have reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012requested.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent shall have received executed counterparts of each of this Agreement and the Guaranty. (b) The Designated Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (g) The Designated Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders Lender shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Agent Lender shall have received the following: (i) This Agreement executed counterparts of each of this Agreement and by the GuarantyBorrower. {02418409.4} (ii) The Note executed by the Borrower. (biii) The Designated Agent shall Certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) there have received a certificate, signed by been no changes in the chief financial officer charter document of the Borrower, stating that as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the bylaws or other organizational document, as attached thereto, of the Borrower as in effect on the date of such certification, (iii) resolutions of the initial Credit Extension Board of Directors or other governing body of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, (1iv) no Default a good standing certificate (or Event analogous documentation if applicable) for the Borrower from the Secretary of Default has occurred and is continuing and State (2or analogous governmental entity) of the representations and warranties contained in Article V are true and correct in all material respects (except jurisdiction of its organization, to the extent already qualified by materialitygenerally available in such jurisdiction and (v) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents, in which case said representations and warranties are true and correct in all respects) as authorized to request a Loan or the issuance of such date except to a Facility LC under the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier dateCredit Agreement. (c) The Designated Agent shall have received a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (fiv) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC Application. (gb) The Designated Agent Lender shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (hc) There shall not have occurred a Material Adverse Effect or a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities the Borrower and its Subsidiaries as represented by such entities to date. (id) The Designated Agent Lender shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantorsits Subsidiaries, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent Lender could have such effect. (je) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (kf) The Designated Agent Lender shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated AgentLender’s {02418409.4} reasonable judgment, together with all other information then available to the Designated AgentLender, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.196.16, (ii) such information as the Designated Agent Lender may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September July 30, 20132016, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year years ended 2012April 30, 2016, May 2, 2015, and April 26, 2014. (g) The Lender shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Lender and otherwise in compliance with the terms of Sections 5.16 and 6.6. (h) The Lender shall have received such other agreements, documents, instruments and certificates as may be reasonably requested by the Lender.

Initial Credit Extension. The Lenders Banks shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied:Company has furnished to the Agent, with sufficient copies for the Banks: Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ -32- (a) The Designated Agent shall have received executed counterparts Copies of the articles or certificate of incorporation (or similar constitutive documents) of the Company and each Guarantor (collectively, the "Loan Parties"), together with all amendments, and a certificate of this Agreement and good standing, both certified by the Guarantyappropriate governmental officer in its jurisdiction of organization. (b) The Designated Agent Copies, certified by the Secretary or Assistant Secretary of each Loan Party, of its By-Laws (or similar constitutive documents) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents to which it is a party. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall have received identify by name and title and bear the signature of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and to make borrowings hereunder, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (d) A certificate, signed by the chief financial officer an Authorized Officer of the BorrowerCompany, stating that on as of the date of the initial Credit Extension (1) no Default or Event of Unmatured Default has occurred and is continuing and (2) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier datecontinuing. (ce) The Designated Agent shall have received a A written opinion of the Borrower’s counsel (which may include in-house Loan Parties' counsel), addressed to the Lenders, Banks in substantially the form of Exhibit A.B hereto. (df) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationBanks. (g) The Designated Agent Evidence satisfactory to the Banks that the Existing Credit Agreement shall have received been, or shall simultaneously with any initial Credit Extension hereunder be, terminated and all fees indebtedness and other amounts due and payable on obligations thereunder shall have been, or prior to the Effective Dateshall simultaneously with any initial Credit Extension hereunder be, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderin full. (h) There shall not Such other documents as any Bank or its counsel may have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to datereasonably requested. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012.

Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the following conditions is satisfied: (a) The Designated Administrative Agent shall have received executed counterparts from each of each the Loan Parties of this Agreement and and, if there are any Guarantors on the Effective Date, the Guaranty. (b) The Designated Administrative Agent shall have received a certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating certifying that on the date of the initial Credit Extension Effective Date (1i) no Default or Event of Default has occurred and is continuing and continuing, (2ii) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (c) The Designated Administrative Agent shall have received a certificate, signed by an Authorized Officer of the Borrower, certifying that on the Effective Date (i) since December 31, 2020 there has been no change in the business, assets, operations, performance, Property or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would reasonably be expected to have a Material Adverse Effect, (ii) there exists no pending litigation or other proceeding that would reasonably be expected to have a Material Adverse Effect and (iii) all governmental, shareholder, corporate and third party consents in respect of the financings described in this Agreement have been obtained. (d) The Administrative Agent shall have received a written opinion of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in form and substance acceptable to the Borrower’s counsel (which may include in-house counsel)Administrative Agent, addressed to the Administrative Agent and the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (e) The Designated Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of each of the Borrower and each initial GuarantorLoan Parties, the authorization of the transactions contemplated hereby and any other legal matters relating to each of the Borrower and such GuarantorsLoan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to the Designated Administrative Agent and its counsel including: (i) Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.13(d); (ii) Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the charter document of such Loan Party, as attached thereto and as further described certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the bylaws or other organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, (iv) the Good Standing Certificate (or analogous documentation if applicable) for such Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction, and (v) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the list case of closing documents attached as Exhibit I.each Borrower) authorized to request an Advance or the issuance of a Facility LC hereunder. (f) If the initial Credit Extension will be include the issuance of a Facility LC, the applicable LC Issuer Administrative Agent shall have received a properly completed Facility LC Application. (g) The Designated Administrative Agent shall have received all fees and other amounts due and payable hereunder and pursuant to the Fee Letters on or prior to the Effective Date, including, to the extent invoicedinvoiced (in reasonable detail) at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma all of the financial statements giving effect referred to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, 5.4 and (ii) such information as the Designated Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements satisfactory annual projections of the Borrower and its Subsidiaries for through 2025. (i) Each Loan Party shall have provided the fiscal quarter ended September 30documentation and other information to the Administrative Agent and each Lender as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, 2013including the Patriot Act, and (iv) audited consolidated financial statements if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification of the Borrower and its Subsidiaries for Borrower, at least five Business Days prior to the fiscal year ended 2012Effective Date.

Initial Credit Extension. The Lenders Banks shall not be required to make the initial Credit Extension Loans hereunder unless or issue the initial Facility Letter of Credit, unless: (i) The Company has furnished to the Documentation Agent, with sufficient copies for the Banks, the following, each dated or dated as of the following conditions is satisfied:Closing Date (or such earlier date as shall be acceptable to the Banks): (a) The Designated Agent shall have received executed counterparts Copies of each the articles of incorporation, together with all amendments thereto, and certificates of good standing in respect of the Company certified by the appropriate governmental officer in the jurisdiction of incorporation of the Company. (b) Copies, certified on the Closing Date by the Secretary or an Assistant Secretary of the Company, of its Bylaws, Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Documentation Agent) authorizing the execution, delivery and performance of this Agreement and the Guarantyother Loan Documents. (bc) An incumbency certificate, dated the Closing Date, executed by the Secretary or an Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign this Agreement and the other Loan Documents and to make borrowings hereunder. The Designated Agent Banks shall have received a be entitled to rely on such incumbency certificates for all purposes hereunder until informed of any change in writing by the Company. (d) A copy of the Pledge Agreement, together with copies of (1) stock certificates representing the Pledged Stock and (2) stock powers duly executed in blank. (e) A written opinion of ▇▇▇▇▇▇ & ▇▇▇▇, corporate counsel to the Company, dated the Closing Date, addressed to the Banks in substantially the form of Exhibit "B-1" hereto. (f) A written opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, general and FCC counsel to the Company, dated the Closing Date, addressed to the Banks in substantially the form of Exhibit "B-2" hereto. (g) A certificate, dated the Closing Date, signed by the chief financial officer Chief Financial Officer of the Borrower, Company stating that on said date, the date of Company is not engaged in any litigation that could have a Material Adverse Effect on the initial Credit Extension (1) Company, no Default or Event of Unmatured Default has occurred and is continuing and (2) and, since the representations and warranties contained in Article V are true and correct in all material respects (except date of the most recent financial statements delivered to the extent already qualified by materialityBanks, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty no material adverse change shall have been true occurred in the condition of the Company's operations, properties, business or prospects of the Company and correct in all material respects (except to the extent already qualified by materialityits Subsidiaries, in which case said representations and warranties are true and correct in all respects) on and taken as of such earlier datea whole. (ch) The Designated Agent shall have received A Facility A Note and a written opinion of the Borrower’s counsel (which may include in-house counsel), addressed to the Lenders, in the form of Exhibit A. (d) The Designated Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 Facility B Note payable to the order of each such requesting LenderBank. (ei) The Designated Agent Copies of the Senior Note Indenture, as in effect on the Closing Date, certified as true and correct by an Authorized Officer. (j) A Compliance Certificate, dated the Closing Date, indicating that the Company is in compliance with the covenants set forth in this Agreement after giving effect to the initial Loans. (k) Evidence satisfactory to the Banks and their respective counsel that the Company shall have received such documents made all filings and certificates relating registrations or obtained all Authorizations which are or may be prerequisites to the organizationvalidity, existence and good standing enforceability or non-voidability of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory pledge of the capital stock of the Subsidiaries delivered pursuant to the Designated Agent and its counsel and as further described in the list of closing documents attached as Exhibit I. (f) If the initial Credit Extension will be the issuance of a Facility LC, the applicable LC Issuer shall have received a properly completed Facility LC ApplicationPledge Agreement. (gl) The Designated Agent shall have received all fees and Such other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and the Guarantors taken documents as a whole, since December 31, 2012 or (y) in the facts and information regarding such entities as represented by such entities to date. (i) The Designated Agent shall have received evidence of all governmental, equity holder and third party consents and approvals (if any) necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and the Guarantors, taken as a whole, and no law or regulation shall be applicable which in the reasonable judgment of the Designated Agent could have such effect. (j) No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. (k) The Designated Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions contemplated hereby, which demonstrate, in the Designated Agent’s reasonable judgment, together with all other information then available to the Designated Agent, that the Borrower can repay its debts and satisfy its other obligations as and when they become due, and can comply with the financial covenants and tests set forth in Section 6.19, (ii) such information as the Designated Agent Bank may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended 2012request.