Common use of Conditions Precedent to Borrowing Clause in Contracts

Conditions Precedent to Borrowing. (a) Conditions to Initial Borrowing. No Lender shall be obligated to make any Loan hereunder, nor shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to herein.

Conditions Precedent to Borrowing. (a) Conditions to Initial Borrowing. No Lender shall be obligated The obligation of the Bank Lenders to make any Loan hereunder, nor shall any Lender, the Administrative Agent or Loans under this Agreement is subject to the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until conditions precedent that the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that on or before the Equityholder has contributed initial equity date (and deposited the cash proceeds “Effective Date”) of such contribution into Borrowings the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreementfollowing, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (Aa) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance Certified copies of the resolutions of the Borrower and TIN approving this Agreement and any other Transaction Documents to which it is a party and certified copies of all documents evidencing other necessary limited liability company or corporate action, as the consummation case may be, and governmental approvals, if any, with respect to this Agreement and any such other Basic Documents. (b) A certificate of the transactions contemplated hereby Secretary or thereby;Assistant Secretary of each of the Borrower and TIN certifying the names and true signatures of the officers authorized to sign Transaction Documents to be delivered by it hereunder and thereunder. (Cc) include a Time stamped receipt copies of proper financing statements, duly filed on or before the date of the Borrowing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests of the Agent, the Lenders contemplated by this Agreement and the Security Agreement. (d) Time stamped receipt copies of proper financing statements, duly filed on or before the date of the Borrowing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests of the Borrower contemplated by the Sale and Contribution Agreement. (e) Favorable opinions (addressed to the Agent, the Lenders and dated the Effective Date) of S▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Annex B-1 and Annex B-2 hereto and as to such other matters as the Agent may reasonably request. (f) A copy of the resolutions Operating Agreement and/or by-laws, as the case may be, certified by the Secretary or Assistant Secretary of each of the Borrower and TIN (including, in the case of the Borrower, evidence that the Borrower is a bankruptcy-remote, single purpose entity). (g) A copy of the certificate of formation or the certificate of incorporation, as the case may be, of each of the Borrower and TIN, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each of the Borrower and TIN from such Secretary of State or other official, dated as of a recent date. (h) From each party hereto and thereto either (i) a counterpart of this Agreement and each other Basic Document signed on behalf of such party or (ii) written evidence (which may include telecopy transmission of a signed signature page to this Agreement and each other Basic Document) that such party has signed a counterpart of this Agreement and each other Basic Document. (i) The Agent shall have received reliance letters (addressed to the Agent, the Lenders (or opinions containing satisfactory reliance language in the case of opinions of counsel of each Buyer) and dated the Effective Date or such other authorizing instrumentsdate satisfactory to the Agent) from counsel for each issuer of the Purchase Notes and the Purchase Letters of Credit, in the form reasonably satisfactory to the Agent. (j) A certificate, dated the Effective Date and signed by a authorized officer of the sole Member of the Borrower, confirming compliance with the conditions set forth in Section 3.02 hereof. (k) A certificate, dated the Effective Date and signed by a authorized officer of TIN, confirming that the representations and warranties contained in the Sale and Contribution Agreement and each other Basic Document to which it is a party are true and correct on and as of the date of the Borrowing as though made on and as of such date (or, if applicableany such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). (l) The Security Agreement, substantially in the form of Annex D, duly executed and delivered by the Borrower and the Agent, together with evidence of the perfection and first priority of the security interest created thereby in the Collateral (including satisfactory evidence that (i) the Agent has control (within the meaning of Section 9-107 of the UCC) of the Collateral constituting letter-of-credit-rights (within the meaning of Section 9-102(a)(51) the UCC) and (ii) the Borrower has delivered to the Agent (x) the Purchase Notes and the Purchase Letters of Credit, together with a consent from each issuer of the Purchase Letters of Credit to the assignment of the proceeds thereof and (y) signed, undated note transfer powers, in the case of the Purchase Notes and signed, undated notices of transfer, in the case of the Purchase Letters of Credit). (m) Evidence that the transfer of the Collateral to the Borrower from TIN has been consummated, and the instruments and agreements (including, without limitation the Sale and Contribution Agreement) constituting the Collateral are in form and substance satisfactory to the Administrative Agent, the Lenders. (n) Such other documents as the Agent, the Lenders or special New York counsel to the Agent may reasonably request. (o) An account control agreements substantially in the form of Annex A, duly executed and delivered by the managing body Borrower and the Agent, for each Bank Account set forth on Schedule I hereto. (p) All amounts payable under the Intercompany Note shall have been paid in full in cash and the Intercompany Note shall have been cancelled and the Agent shall have received a termination letter duly executed and delivered by TIN and in form and substance satisfactory to the Agent. The obligation of any Bank Lender to make its Loan is also subject to the payment by the Borrower of such Person authorizing (1) fees as the executionBorrower shall have agreed to pay to any Bank Lender or the Agent in connection herewith, including the fees and expenses set forth in the Fee Letter and of Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, special New York counsel to the Agent in connection with the negotiation, preparation, execution and delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; Loans hereunder (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior that statements for such fees and expenses have been delivered to the Closing Date) to be received on the date of the initial Loan referred to hereinBorrower).

Conditions Precedent to Borrowing. The obligation of each Lender to make a Loan on the Closing Date shall be subject to the conditions precedent that the Effective Date shall have occurred and that the following statements shall be true (and the acceptance of the proceeds of such Loan shall constitute a representation and warranty by the Borrower that on the Closing Date such statements are true): (a) Conditions to Initial Borrowing. No Lender The Specified Representations shall be obligated true and correct as of the Closing Date. (b) No Default under Section 6.01(f) or (g) shall have occurred and be continuing as of the Closing Date. (c) The Merger shall be consummated pursuant to make any Loan hereunder, nor the Merger Agreement simultaneously (or substantially simultaneously) with the funding of the Loans; and the Merger Agreement shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions not have been satisfied, amended or modified in any respect that is materially adverse to the sole discretion of, Lenders without the Arrangers’ prior written consent (such consent not to be unreasonably withheld or waived in writing by the Administrative Agent:delayed). (id) the Administrative Agent The Arrangers shall have received satisfactory evidence that the Equityholder has contributed initial (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity (and deposited the cash proceeds flows of such contribution into the Trust Account) and/or Portfolio Assets to each of the Borrower such that and the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than Company for the earlier of (x) 30 three most recent fiscal years ended at least 90 days after prior to the Closing Date and (yb) U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the date Borrower and the initial Borrowing Request has Company for each subsequent fiscal quarter ended at least 60 days before the Closing Date, which financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (e) The Arrangers shall have received (i) a pro forma condensed consolidated balance sheet of the Borrower as of the last day of the most recently completed fiscal quarter for which financial statements have been received by the Administrative Agent; delivered pursuant to paragraph (d) above, (ii) each Transaction Document shall a pro forma condensed consolidated statement of income of the Borrower for the most recently completed fiscal year for which financial statements have been duly executed by, delivered pursuant to paragraph (d) above and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) a pro forma condensed statement of income of the Borrower for the interim period ending on the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to paragraph (d) above, in each case prepared after giving effect to the Merger as if the Merger had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement), which pro forma financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to the presentation of pro forma financial statements in a registration statement under such Act on Form S-1. (f) All fees required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letter) by the Borrower, and all expenses required to be reimbursed by the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the executionBorrower, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of Arrangers or any Lender prior to the Closing Date shall have been paid, to the extent that such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents invoices have been presented to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant at least one Business Day prior to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;. (Dg) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender The Lenders shall have received, sufficiently in advance of at least five Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably which is requested at least 10 Business Days prior to the Closing Date) to be received on the date of the initial Loan referred to herein.

Conditions Precedent to Borrowing. (a) Conditions to Initial Borrowing. No The obligation of each Lender shall be obligated to make any Loan hereunder, nor on the Borrowing Date shall any Lender, be further subject to the satisfaction or waiver by the Majority Lenders and the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until of the following conditions precedent: (a) the Effective Date shall have occurred at least three, and no more than five, Business Days prior to the Borrowing Date, and each of the conditions precedent to the Effective Date shall remain satisfied as of the Borrowing Date; (b) the Borrower shall have received the Capital Contribution not later than three Business Days prior to the Borrowing Date, and the Administrative Agent shall have received, on behalf of the Lenders, complete and accurate copies of all the documentation with respect to the Capital Contribution, all in the form and substance acceptable to the Majority Lenders and the Administrative Agent and their counsel; (c) this Agreement and each other Loan Document shall be the legal, valid and binding Obligation of the Borrower and each Relevant Subsidiary party thereto, enforceable against the Borrower and each Relevant Subsidiary party thereto, in accordance with their respective terms. (d) the following statements shall be true and correct (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the Borrowing Date such statements are true and correct): (i) all conditions precedent to the Acquisition have been satisfiedsatisfied or waived simultaneously with or prior to the Borrowing, in accordance with applicable law and the terms and conditions of the Acquisition Documents, the Acquisition shall be consummated simultaneously with the Borrowing and the Borrower shall be in compliance with, and shall comply at and upon giving effect to the Borrowing with, the provisions of the Acquisition Documents; (ii) in connection with the Acquisition, the Borrower shall, on the Borrowing Date, prior to or simultaneously with the Borrowing, acquire an economic and voting interest in Hylsamex of greater than 50%; provided, that if any portion of the shares of Hylsamex tendered (and not withdrawn) in the Mexican Offer is not acquired by the Borrower, (x) such portion shall be acquired, on the Borrowing Date, prior to or simultaneously with the Borrowing, by Siderar upon payment in full by Siderar of the portion of the Acquisition Price allocable to such portion (provided, that, in the sole discretion ofevent Siderar is paying an amount in excess of US $115 Million in respect of the Cash Payment for its portion of such shares, Basilea may acquire a portion of such shares solely to the extent purchased from Basilea’s cash on hand in an amount of up to US $85 Million); (y) no more than 30% of the total economic and voting interest in Hylsamex represented by the Anticipated Acquired Shares shall be owned, in the aggregate, by Siderar and Basilea and (z) at least 70% of the total economic and voting interest in Hylsamex represented by the Anticipated Acquired Shares shall be owned directly by the Borrower; (iii) the representations and warranties of the Borrower contained in the Loan Documents are true and correct on and as of the Borrowing Date, before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (or, if stated to have been made as of an earlier date, were true and correct as of such date), and (iv) no event has occurred and is continuing, or waived in writing by would result from the Administrative Agent:Borrowing or from the application of the proceeds therefrom, that constitutes or would constitute a default under any Loan Document (including a Default hereunder); (ie) the Administrative Agent shall have received satisfactory evidence that on or before the Equityholder has contributed initial equity Borrowing Date on behalf of the Lenders, (and deposited the cash proceeds of such contribution into the Trust Accounti) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date Stock Pledge Agreement, duly executed and delivered by the parties thereto, (y) the date relevant share certificates representing the initial Borrowing Request Acquired Shares acquired by the Borrower, duly endorsed in guaranty (endoso en garantía) in favor of the Co-Collateral Agent, and (z) evidence that the Stock Pledge Agreement has been received by duly registered in the Administrative Agent; stock registry book of Hylsamex, or (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created event that a Contrato de Caución Bursátil is to be entered into pursuant to the Transaction Documents, certified by an officer terms of such Person as clause (ii) of the Closing Datedefinition of Stock Pledge Agreement, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (Dx) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of Contrato de Caución Bursátil duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, and delivered by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder Agent and the Securities Intermediary, in each case, in form and substance such Mexican broker dealers acceptable to the Administrative Agent; Collateral Agent as administrator and executor and (viiiy) the Administrative Agent and each Lender shall have received, sufficiently in advance evidence of transfer of the Closing Date, all documentation and other information required Acquired Shares acquired by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel Borrower to the Administrative Agent to account of the extent invoiced reasonably prior to the Closing Date) Mexican broker dealer acting as administrator under such Contrato de Caución Bursátil to be received on the date of the initial Loan referred held pursuant to herein.such Contrato de Caución Bursátil;

Conditions Precedent to Borrowing. The obligation of each Lender to make an Advance is subject to the following conditions precedent: (a) Conditions the Effective Date shall have occurred; (b) the Acquisition shall have been consummated substantially simultaneously with the making of the Advances comprising the Borrowing, on the terms set forth in the Merger Agreement by the “End Date” referred to Initial Borrowing. No Lender shall be obligated therein, without any waivers of conditions, amendments, consents or changes that are material and adverse to make any Loan hereunder, nor shall any Lender, the Administrative Agent Altria or the Securities Intermediary be obligated Lenders (it being agreed that the extension of the “End Date” referred to take, fulfill or perform any other action hereunder, until therein under the following conditions and to the date contemplated thereby will not constitute such a change) that have not been satisfied, in the sole discretion of, or waived in writing approved by the Administrative Agents (such approval not to be unreasonably withheld or delayed); (c) there shall not have occurred any “Company Material Adverse Effect,” as defined in the Merger Agreement (but only to the extent Altria would have the right under the Merger Agreement not to consummate the Acquisition); (d) Altria shall have paid, or made arrangements satisfactory to JPMCB, as Administrative Agent:, for the payment of, fees and expenses due and payable on or prior to the Acquisition Closing Date; (e) the Acquisition Closing Date shall not have occurred prior to January 2, 2009; and (f) on the date of such Borrowing the following statements shall be true (and the acceptance by Altria of the proceeds of such Borrowing shall be a representation by Altria that): (i) the Administrative Agent shall have received satisfactory evidence that representations and warranties contained in Section 4.01 (except the Equityholder has contributed initial equity representations set forth in the last sentence of subsection (e) and deposited in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the cash proceeds date of such contribution into the Trust Account) and/or Portfolio Assets Borrowing, before and after giving effect to such Borrowing and to the Borrower such that application of the cash proceeds therefrom, as though made on and as of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent;date; and (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory after giving effect to the Administrative Agent; (iii) each application of the Borrower, the Equityholder proceeds of all Borrowings on such date (together with any other resources of Altria applied together therewith) and the Collateral Manager shall have delivered after giving effect to the Administrative Agent one Acquisition, no event has occurred and is continuing, or more certifications that: (A) no would result from such Borrowing, that constitutes a Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinDefault.

Conditions Precedent to Borrowing. The obligation of each Lender to make its Loans hereunder on the Closing Date are subject to satisfaction of the following conditions precedent: (a) Conditions to Initial Borrowing. No Lender The Effective Date shall have occurred in accordance with Section 4.01. (b) The Administrative Agent’s receipt of the following, each of which shall be obligated to make any Loan hereunderoriginals or telecopies (followed promptly by originals) unless otherwise specified, nor shall any Lendereach properly executed by a Responsible Officer, each dated the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfiedClosing Date (or, in the sole discretion ofcase of certificates of governmental officials, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after a recent date before the Closing Date Date) and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender requesting a Note; (iiiii) each an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory addressed to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary orLender, in substantially the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently form previously agreed with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (viiiii) a certificate signed by a Responsible Officer certifying (A) except as disclosed in Schedule 4.5 or 5.5 to the Administrative Agent Purchase Agreement, since September 30, 2010, there has not been any circumstance, event, occurrence, change or effect that, individually or in the aggregate, would reasonably be expected to have a Closing Date Material Adverse Effect; (B) that the Specified Representations are true and correct on and as of the Closing Date and (C) that no event described in subsections (a) through (k) of Section 8.01 shall have received occurred and be continuing and resulted in a Material Adverse Effect. (c) The Borrower shall have used commercially reasonable efforts to obtain the executed legal opinion pro forma Debt Rating after giving effect to the Transactions. (d) Any fees and expenses required to be paid on or opinions of counsel before the Closing Date shall have been paid to each the extent such fees have been invoiced at least two Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower). (e) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing. The Purchase Agreement shall not have been amended or waived by the Borrower in a manner materially adverse to the Initial Lenders without the consent of the Borrower, Initial Lenders (such consent not to be unreasonably held or delayed) it being understood that any reduction in the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable acquisition consideration shall not be deemed to be materially adverse to the Initial Lenders. (f) The Administrative Agent; (viii) the Administrative Agent and each Lender shall have received’s receipt, sufficiently in advance of at least five days prior to the Closing Date, all of the documentation and other information that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably Act that has been requested in writing at least 10 days prior to the Closing Date. (g) The Administrative Agent shall have received a Bridge Loan Notice in accordance with the requirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and each other document to which it is a party or which it has reviewed or (ii) any other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Bridge Loan Notice submitted by the Borrower with respect to the Borrowing on the date Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02 have been satisfied on and as of the initial Loan referred to hereinClosing Date.

Conditions Precedent to Borrowing. The obligation of each Lender to make a Term Advance on the Closing Date is subject to the satisfaction of the following conditions precedent on or before such date: (a) Conditions to Initial Borrowing. No Lender shall be obligated to make any Loan hereunder, nor shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the The Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after on or before the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreementfollowing, each in form and substance satisfactory to the Administrative Agent; dated such day (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicableunless otherwise specified), in form and substance satisfactory to the Administrative AgentAgent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) A Note payable to the order of each Lender to the extent requested by such Lender in accordance with Section 2.14. (ii) A security agreement in substantially the form of Exhibit F hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by each Loan Party party thereto, together with: (A) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents, covering the Collateral described therein, (B) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above and in such other jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such other financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, and (D) evidence that all other action that the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC termination statements and landlords’ and bailees’ waiver and consent agreements). (iii) Certified copies of the resolutions of the Board of Directors, general partner or managing member, as applicable, of each Loan Party and of each general partner or managing member (if any) of each Loan Party approving the managing body of such Person authorizing (1) transactions contemplated by the execution, delivery Loan Documents and performance of this Agreement and the other Transaction Documents each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to which it is or is to be a party. (iv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) in such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the Borrowerjurisdiction of its incorporation, organization or formation. (v) A copy of a certificate of the borrowings contemplated hereunder and Secretary of State (3or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case of the Borrower may be, is duly qualified and the Equityholderin good standing as a foreign corporation, the granting by it of the Liens created pursuant limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the Transaction Documents, certified by an officer date of such Person certificate. (vi) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which certification the resolutions referred to in Section 3.01(a)(iv) were adopted and on the Closing Date, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (E) the absence of any event occurring and continuing, or resulting from the Borrowing, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (viii) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall be have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements for the year ending December 31, 2003, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the Closing Date). (ix) Evidence of insurance naming the Administrative Agent as loss payee and additional insured with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lenders. (x) An opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in substantially the form of Exhibit E-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (xi) An opinion of ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Loan Parties, in substantially the form of Exhibit E-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (xii) An opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., Delaware counsel for the Loan Parties, in substantially the form of Exhibit E-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (xiii) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;Agent. (Dxiv) include an incumbency and signature An intercreditor agreement in substantially the form of each officer of such Person executing any Transaction Document; and Exhibit G hereto (E) include true and complete copies of the Governing Documents of such Person“Intercreditor Agreement”), certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of and delivered by the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Collateral Agent, of the UCC, judgment administrative agent and tax lien filings which may have been filed with respect to personal property of collateral agent under the Revolving Loan Documents and the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to herein.

Conditions Precedent to Borrowing. The Borrowing (except as explicitly set forth below) by the Borrower from the Lenders shall be subject to the conditions precedent that: (a) Conditions to Initial Borrowing. No Lender shall be obligated to make any Loan hereunder, nor shall any Lenderall fees due and payable under the Fee Letter, the Administrative Agent or Fee Letter, the Securities Intermediary be obligated to takeWTNA Fee Letter, fulfill or perform any this Agreement and the other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document Documents shall have been duly executed bypaid in full and all other acts and conditions (including, and delivered towithout limitation, the parties thereto, obtaining of any necessary regulatory approvals and the Administrative Agent shall making of any required filings, recordings or registrations) required to be done and performed and to have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory happened prior to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and all related documents and to constitute the other Transaction Documents same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed in all material respects and shall have happened in compliance with all Applicable Laws in all material respects; (b) all costs and expenses required to which it is a party, be paid under Section 9.07 hereof shall have been paid in full; (2c) in the case of the Borrower, the borrowings contemplated hereunder Seller and the Administrative Agent (3) in the case for and on behalf of the Borrower and Secured Parties) shall have received on or before the Equityholderdate of the Borrowing, the granting by it fully executed copies of the Liens created pursuant to the each Transaction DocumentsDocument, certified by an officer of such Person as of the Closing Date, which certification shall be each in form and substance satisfactory to the Administrative Agent Borrower and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescindedLenders; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (ivd) the Administrative Agent and the Lenders shall have received certificates dated as of a recent on or before the date from the Secretary of State or other appropriate authority, evidencing the good standing of the EquityholderBorrowing each of the applicable items listed in Schedule I hereto; LEGAL02/42958175v30 a (e) the Class A Loans and the Class B Loans have received a private letter rating of at least [***] and [***], respectively, by KBRA at closing; (f) the weighted average fixed interest rate of all Eligible Receivables on the Cut-Off Date is no less than [***]%; (g) [***]; (h) [***]; (i) on the Borrowing Date, the Collateral Manager following statements shall be true and correct, and the Borrower by accepting any amount of the Borrowing shall be deemed to have certified that: (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects, before and after giving effect to the jurisdiction Borrowing to take place on the Borrowing Date and to the application of its incorporation proceeds therefrom, on and as of such day as though made on and as of such date; (ii) no event has occurred and is continuing, or organizationwould result from the Borrowing, which constitutes a Rapid Amortization Event or an Event of Default hereunder, or an event that but for notice or lapse of time or both would constitute a Rapid Amortization Event or an Event of Default; (iii) on and as of the case may beBorrowing Date, after giving effect to the Borrowing, the Initial OC Test is satisfied and (C) the aggregate principal amount of the Loans of any Class being made by any Lender (together with all other Loans of such Class) shall not exceed an amount equal to the Applicable Pool Balance Percentage multiplied by the Outstanding Receivables Balance of all Eligible Receivables; (A) the Borrower has delivered to the Administrative Agent and the Paying Agent and the Lenders a copy of the Notice of Borrowing (together with the attached Receivables Schedule) pursuant to Section 2.02(b), appropriately completed and executed by the Borrower, (B) the Borrower has made available to the Administrative Agent the Receivables Schedule, and (C) the Obligor Contract related to each Receivable being Pledged hereunder on the Borrowing Date has been duly assigned by the Seller or an Additional Originator to the Depositor and the Depositor Loan Trustee, and by the Depositor and the Depositor Loan Trustee to the Borrower; (v) all terms and conditions of the Administrative Agent shall have received evidence Transfer Agreement required to be satisfied in form connection with the assignment of each Receivable being Pledged hereunder on the Borrowing Date (and substance satisfactory to it that all filings, recordings, registrations the Other Conveyed Property and other actionsRelated Security related thereto), including, without limitation, the filing perfection of duly executed financing statements on form UCC-1 necessary orthe Borrower’s interests therein to the extent required herein, shall have been satisfied in the opinion of full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative Agent, desirable for the benefit of the Secured Parties, a first priority perfected security interest (subject only to perfect Permitted Liens) in such Receivables, Related Security and the Liens created, or purported to be created, by LEGAL02/42958175v30 a Other Conveyed Property related thereto and the Transaction Documents proceeds thereof (and all other Pledged Assets) shall have been completed (made, taken or will be completed concurrently with closing)performed; (vi) the Administrative Agent Borrower shall have received the results taken all steps necessary under all Applicable Laws in order to cause to exist in favor of a recent search by a Person satisfactory to the Administrative Agent, for the benefit of the UCCSecured Parties, judgment a valid, subsisting and tax lien filings which may have been filed with respect enforceable first priority perfected security interest (subject only to personal property of Permitted Liens) in each Receivable being Pledged hereunder (and all other Pledged Assets) on the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent;Borrowing Date; and (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the BorrowerLender’s interests in all Pledged Receivables, the Collateral ManagerOther Conveyed Property, the Equityholder Related Security and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agentother Pledged Assets remain fully perfected first priority security interests; (viiij) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Administrative Agent and each making of such Loans by any Lender shall have received, sufficiently in advance of accordance with the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actprovisions hereof; and (ixk) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to herein[***].

Conditions Precedent to Borrowing. (a) Conditions to Initial Borrowing. No The Lender shall be obligated to make any Loan hereunderhave received the following, nor shall any Lender, each dated the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfiedClosing Date (unless otherwise specified), in form and substance reasonably satisfactory to the sole discretion of, or waived in writing by the Administrative AgentLender: (i) the Administrative Agent shall have received Evidence, reasonably satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each Lender, of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event due authorization of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance by Borrower of the Transaction Documents to which it is a party its Obligations under this Agreement and the consummation of the transactions contemplated hereby or therebyeach other Loan Document; (Cii) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case A certificate signed on behalf of the Borrower and the Equityholderby its chief executive officer or chief financial officer, the granting by it dated as of the Liens created pursuant to Closing Date (the Transaction Documents, certified by an officer of such Person statements made in which certificate shall be true on and as of the Closing Date), which certification shall be certifying as to (A) a true and correct copy of the formation documents of the Borrower as in form effect on the Closing Date, (B) the due formation and substance satisfactory good standing of the Borrower as a limited partnership organized under the laws of the State of Delaware, and the absence of any proceeding for the dissolution or liquidation of the Borrower, (C) the truth in all material respects of the representations and warranties contained in the Loan Documents, as though made on and as of the date of the initial borrowing, before and after giving effect to such borrowing, and to the Administrative Agent application of the proceeds therefrom, and shall state that (D) the resolutionsabsence of any event occurring and continuing, or other authorizing instrumentsresulting from the initial borrowing or from the application of the proceeds therefrom, if applicable, thereby certified have not been amended, modified, revoked that constitutes a Default or rescindedEvent of Default; (DA) include A certificate signed by a Secretary or an incumbency Assistant Secretary of the Borrower certifying the names and signature true signatures of the officers of the Borrower authorized to sign this Agreement, the Note (if any), each officer of such Person executing any Transaction Documentother Loan Document to which the Borrower is or may be a party and the other documents to be delivered hereunder and thereunder; and (EB) include true and complete copies a certificate signed by a Secretary or Assistant Secretary of the Governing Documents of Borrower's general partner, and such Persongeneral partner's managing partner, certified as certifying the names and the signatures of the Closing Date as complete officers of the Borrower's general partner, and correct copies thereof by an officer such general partner's managing partner, authorized to sign on behalf of such Personthe Borrower this Agreement, the Note (if any) and each other Loan Document to which the Borrower is or may be a party and the other documents to be delivered hereunder or thereunder; (iv) If requested by the Administrative Agent Lender, a Note to the order of the Lender in substantially the form of Exhibit A hereto; (vi) The Lender shall have received certificates dated as the opinion of a recent date from outside counsel to the Secretary of State or other appropriate authorityBorrower, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence satisfactory in form and substance satisfactory to it that all filingsthe Lender, recordingscovering the matters set forth in paragraphs 4.01(a) through (f) hereof. (b) Lender shall have received the certificates representing the shares of Capital Stock pledged pursuant to the Collateral Documents, registrations and other actions, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. (c) Each document (including, without limitation, any Uniform Commercial Code financing statement and Patent and Trademark Office filing) required by the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, Collateral Documents or purported under law or reasonably requested by Lender to be createdfiled, by registered or recorded in order to create in favor of Lender, a perfected Lien on the Transaction Documents shall have been completed Collateral described therein, prior and superior in right to any other Person (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed other than with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search Liens expressly permitted by Section 5.02(a)) shall be satisfactory to in proper form for filing, registration or recordation in each jurisdiction in which the Administrative Agent;filing, registration or recordation thereof is so required or requested. (viid) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each The Lender shall have received such other approvals, opinions or documents as the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced Lender may reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinrequest.

Conditions Precedent to Borrowing. The obligation of each Lender to make its Loan under this Agreement is subject to satisfaction (or waiver) of the following conditions precedent: (a) Conditions Unless waived by all the Lenders (or by the Administrative Agent with respect to Initial Borrowing. No Lender shall be obligated to make any Loan hereunder, nor shall any Lenderimmaterial matters), the Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIF” files) (facsimiles and electronic copies followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Securities Intermediary be obligated to takeBorrower, fulfill or perform any other action hereunderas applicable, until each dated the following conditions have been satisfiedClosing Date (or, in the sole discretion ofcase of certificates of governmental officials, or waived a recent date before the Closing Date) and each in writing by form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds executed counterparts of such contribution into the Trust Account) and/or Portfolio Assets this Agreement, sufficient in number for distribution to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received Lender requesting such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory a Note at least two (2) Business Days prior to the Administrative AgentClosing Date; (iii) each a copy of the resolutions of the board of directors (or other governing body) of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary, an Assistant Secretary or other appropriate officer or director of the Borrower; (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer or director of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by it hereunder; (v) the Organization Documents of the Borrower as in effect on the Closing Date, certified by the Secretary, Assistant Secretary or other appropriate officer of the Borrower as of the Closing Date; (vi) a good standing certificate for the Borrower from the appropriate Governmental Authority of its jurisdiction of incorporation; (vii) a certificate signed by a Responsible Officer of the Borrower, dated as of the Equityholder Closing Date, certifying that: (A) the representations and warranties of the Collateral Manager Borrower contained in Article V or in any other Loan Documents are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have delivered to been true and correct in all material respects (or in all respects in the Administrative Agent one case of any representation and warranty qualified by materiality or more certifications that: “Material Adverse Effect”) as of such earlier date; (AB) no Default or Event of Default has occurred; (B) it has obtained all required consents exists, or will result from the Borrowing made on the Closing Date; and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy there has not occurred since the date of the resolutions (or other authorizing instrumentsAudited Financial Statements, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) material adverse change in the case of the Borrowerbusiness, the borrowings contemplated hereunder and (3) in the case assets, or financial condition of the Borrower and its Subsidiaries taken as a whole, other than (x) any material adverse effect arising from events or circumstances that have been publicly disclosed in the EquityholderBorrower’s filings with the SEC prior to November 10, the granting by it 2020 or (y) any material adverse change as a result of the Liens created pursuant Coronavirus Disease 2019 (COVID-19); (viii) copies of the current Issuer Ratings; (ix) opinions of in-house and outside counsels to the Transaction DocumentsBorrower, certified by an officer of such Person dated as of the Closing Date, which certification shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction DocumentAgent; and (Ex) include such other certificates or documents as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent required to be paid by it to the extent invoiced at least three (3) Business Days prior to the Closing Date. (d) The representations and warranties of the Borrower contained in Article V or in any other Loan Documents shall be true and complete copies correct in all material respects (or in all respects in the case of the Governing Documents of such Person, certified any representation and warranty qualified by materiality or “Material Adverse Effect”) on and as of the Closing Date as complete Date, except that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct copies thereof in all material respects (or in all respects in the case of any representation and warranty qualified by an officer materiality or “Material Adverse Effect”) as of such Person;earlier date. (ive) No Default or Event of Default shall exist, or would result from the Borrowing to be made on the Closing Date. (f) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received certificates dated as of a recent date notice from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the proposed Closing Date) to be received on the date of the initial Loan referred to hereinDate specifying its objection thereto.

Conditions Precedent to Borrowing. The obligation of the Lenders to make Advances hereunder on the Closing Date is subject solely to satisfaction (or waiver) of the following conditions precedent, and upon satisfaction (or waiver) of such conditions each Lender shall make its Advance hereunder on the Closing Date: (a) Conditions to Initial Borrowing. No Lender shall be obligated to make any Loan hereunder, nor shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the The Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after on or before the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreementfollowing, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrowerdated such day, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;in sufficient copies for each Lender: (Di) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete Certified copies of the Governing resolutions of the Board of Directors of the Borrower approving this Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the other Loan Documents and the Transaction. (ii) A certificate of such Personthe Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, certified each other Loan Document and the other documents to be delivered hereunder or thereunder. (iii) A certificate signed by any Responsible Officer of the Borrower certifying that the conditions specified in Sections 3.02(b), (c) and (d) have been satisfied on and as of the Closing Date as complete and correct copies thereof by an officer of such Person;Date. (iv) A certificate of good standing of the Administrative Agent shall have received certificates dated as of a recent date from Borrower, certified on or within ten days prior to the Closing Date by the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be;Ohio. (v) the Administrative Agent shall have received evidence Copies of executed pay-off letters or letters terminating undrawn commitments in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing respect of duly executed financing statements on form UCC-1 necessary or, in the opinion any indebtedness or credit facilities of the Administrative Agent, desirable to perfect the Liens created, or purported Acquired Company contemplated to be created, by repaid in accordance with the Transaction Documents shall have been completed (or will be completed concurrently with closing);terms of the Acquisition Agreement. (vi) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (vii) A certificate as to the financial condition and solvency of the Borrower and its Subsidiaries (on a consolidated basis, after giving effect to the Transaction), in the form attached as Exhibit E hereto. (A) With respect to the respective fiscal years of the Borrower and the Acquired Company ending after the date of the Commitment Letter, the consolidated balance sheet of each of the Borrower and the Acquired Company as of the end of such fiscal year and related consolidated statements of operations, cash flows and shareholders’ equity, accompanied by an unqualified report thereon of the Borrower’s or Acquired Company’s auditors, as applicable; (B) with respect to each fiscal quarter of the Acquired Company or the Borrower ending after the date of the Commitment Letter, an unaudited balance sheet and related statements of operations and cash flows of each of the Borrower and the Acquired Company for such fiscal quarter and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”); (C) any additional audited and unaudited financial statements for all recent, probable or pending acquisitions by the Borrower or the Acquired Company that would be required to be filed in a Form 8-K; and (D) a pro forma capitalization table of the Borrower as of end of the latest fiscal quarter covered by the Quarterly Financial Statements, in each case after giving effect to the Transaction. The items referred to in clauses (A) through (C) above shall be deemed to be delivered if and when filed at ▇▇▇.▇▇▇.▇▇▇. (ix) the receipt of a Notice of Borrowing in accordance with the requirements hereof. (b) There shall have received been no change, occurrence or development since February 2, 2013, that either individually or in the results aggregate, could reasonably be expected to have a Material Adverse Effect. There shall have been no change, occurrence or development since October 2, 2012, that would constitute an Acquired Company Material Adverse Effect. (c) The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the funding of a recent search by a Person satisfactory the Advances on the Closing Date, in accordance with the Acquisition Agreement and such other agreements, instruments and documents relating to the Transaction without giving effect to any amendment, waiver, consent, modification or supplement that is materially adverse to the interests of the Lenders without the prior written consent of the Arranger***. (d) The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects. (e) All fees due to the Administrative Agent, of the UCCArranger and the Lenders and, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory extent invoiced at least two Business Days prior to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all reasonable and documented expenses to be paid or reimbursed to the Administrative Agent and the Arranger on or prior to the Closing Date pursuant to the Commitment Letter, shall have been paid through the closing proceeds. (f) The Borrower shall have provided at least seven days prior to the Closing Date the documentation and other information to the Administrative Agent that are required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) , and requested by the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably Lenders at least ten Business Days prior to the Closing Date. (g) The Borrower shall have (i) prepared one or more preliminary prospectuses, offering memoranda or private placement memoranda including all financial statements and other information that would be required in a registration statement on Form S-1 for an offering registered under the Securities Act of 1933 (as amended, and the rules and regulations promulgated thereunder) relating to be received on the date Contemplated Financings, and thereafter prepared supplements to or final versions of such prospectuses, offering memoranda or private placement memoranda (collectively, the “Offering Document”), (ii) caused the independent registered public accountants of the initial Loan referred Borrower to hereinrender customary “comfort letters” (including customary “negative assurances”) with respect to the financial information in the Offering *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Document, (iii) caused the senior management and other representatives of the Borrower to provide access in connection with due diligence investigations.

Conditions Precedent to Borrowing. (a) Conditions to Initial Borrowing. No Lender shall be obligated The obligation of the Bank to make any Loan hereunder, nor shall any Lender, available the Administrative Agent or Borrowing is subject to and conditional upon the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable)receipt, in form and substance satisfactory to the Administrative AgentBank, of: (i) a duly executed copy of this Agreement; (ii) a certified copy of the managing body constating documents and by-laws of such Person authorizing the Borrower; (1iii) a certified copy of a resolution of the executionboard of directors of the Borrower relating to the Borrower's authority to execute, delivery deliver and performance of perform its obligations under this Agreement and the other Transaction Documents manner in which and by whom such agreements are to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder be executed and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Persondelivered; (iv) a certificate of an officer of the Administrative Agent shall have received certificates dated Borrower setting forth specimen signatures of the individuals authorized to execute this Agreement as of a recent the date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may beexecution hereof; (v) a spreadsheet outlining the Administrative Agent shall have received evidence in form lessees and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be createdpayments, by amount and date, due pursuant to the Transaction Documents Leases which shall have been completed (or will be completed concurrently with closing)attached hereto as Schedule F; (vi) the Administrative Agent shall have received the results an opinion of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect legal counsel to the Borrower and substantially in the results form of such search shall be satisfactory to the Administrative AgentSchedule "C"; (vii) a guarantee from the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative AgentGuarantor; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance a certified copy of the Closing Dateconstitutive documents and by-laws of the Guarantor; (ix) a standing resolution of the board of directors of the Guarantor relating to the Guarantor's general authority to perform its obligations under the Guarantee and the manner in which and by whom such Guarantee is to be signed and delivered; (x) a certificate of an officer of the Guarantor setting forth specimen signatures of the individuals authorized to execute the Guarantee as of the date of execution thereof; (xi) the opinions of legal counsel to the Guarantor substantially in the form of Schedules "E-1 and E-2". (b) The obligation of the Bank to make available the Borrowing is further subject to the following: (i) no event has occurred which constitutes, all documentation and or which with the giving of notice, lapse of time, or both, or the satisfaction of any other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationscondition, including the Patriot Actwould constitute an Event of Default; and (ixiii) the Administrative Agent and each Lender shall have received receipt by the fees (including fees, disbursements and Bank of such other charges of counsel to documents as the Administrative Agent to the extent invoiced Bank may reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinrequest.

Conditions Precedent to Borrowing. (a) Conditions to Initial Borrowing. No Lender shall be obligated The obligation of the Bank to make any Loan hereunder, nor shall any Lender, available the Administrative Agent or Borrowing is subject to and conditional upon the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable)receipt, in form and substance satisfactory to the Administrative AgentBank, of: (i) a duly executed copy of this Agreement; (ii) a certified copy of the managing body constating documents and by-laws of such Person authorizing the Borrower; (1iii) a certified copy of a resolution of the executionboard of directors of the Borrower relating to the Borrower's authority to execute, delivery deliver and performance of perform its obligations under this Agreement and the other Transaction Documents manner in which and by whom such agreements are to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder be executed and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Persondelivered; (iv) a certificate of an officer of the Administrative Agent shall have received certificates dated Borrower setting forth specimen signatures of the individuals authorized to execute this Agreement as of a recent the date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may beexecution hereof; (v) a spreadsheet outlining the Administrative Agent shall have received evidence Leases that are the subject matter of this Credit Facility identifying the Leases by the Borrower's contract or file number and setting forth in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, detail the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion names of the Administrative Agent, desirable to perfect the Liens created, or purported to be createdlessees and all payments due in respect thereof, by the Transaction Documents amount and date, which spreadsheet shall have been completed (or will be completed concurrently with closing)attached hereto as Schedule F; (vi) the Administrative Agent shall have received the results an opinion of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect legal counsel to the Borrower and substantially in the results form of such search shall be satisfactory to the Administrative AgentSchedule "C"; (vii) a guarantee from the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative AgentGuarantor; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance a certified copy of the Closing Dateconstitutive documents and by-laws of the Guarantor; (ix) a standing resolution of the board of directors of the Guarantor relating to the Guarantor's general authority to execute, all documentation deliver and perform its obligations under the Guarantee and the manner in which and by whom such Guarantee is to be signed and delivered; (x) a certificate of an officer of the Guarantor setting forth specimen signatures of the individuals authorized to execute the Guarantee as of the date of execution thereof; (xi) the opinions of legal counsel to the Guarantor substantially in the form of Schedules "E-1 and E-2". (b) The obligation of the Bank to make available the Borrowing is further subject to the following: (i) no event has occurred which constitutes, or which with the giving of notice, lapse of time, or both, or the satisfaction of any other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationscondition, including the Patriot Actwould constitute an Event of Default; and (ixii) the Administrative Agent and each Lender shall have received receipt by the fees (including fees, disbursements and Bank of such other charges of counsel to documents as the Administrative Agent to the extent invoiced Bank may reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinrequest.

Conditions Precedent to Borrowing. The obligation of each Lender to make its Term Loan is subject to satisfaction of the following conditions precedent: (a) Conditions to Initial Borrowing. No Lender The Administrative Agent’s receipt of the following, each of which shall be obligated to make any originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan hereunderParty, nor shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (i) the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after each dated the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed byor, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrowercertificates of governmental officials, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of a recent date before the Closing Date, which certification shall be ) and each in form and substance satisfactory to the Administrative Agent and shall state that each of the resolutionsLenders: (i) executed counterparts of this Agreement and the Guaranty, or other authorizing instrumentssufficient in number for distribution to the Administrative Agent, if applicable, thereby certified have not been amended, modified, revoked or rescindedeach Lender and the Borrowers; (Dii) include an incumbency and signature a Note or Notes executed by the Borrowers in favor of each officer of such Person executing any Transaction Document; andLender requesting a Note; (Eiii) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof Terner Pledge executed by an officer of such Person▇▇. ▇▇▇▇▇▇; (iv) the Amended and Restated Assignable Option Agreement duly executed by PMS, PMG and ▇▇. ▇▇▇▇▇▇; (v) a second lien security agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Collateral Agreement”), duly executed by each Loan Party, together with: (A) delivery to the First Lien Administrative Agent of certificates representing all certificated pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing pledged debt indorsed in blank, (B) the Administrative Agent shall have received certificates dated the results of Lien searches (including a search as of a recent date from to judgments, pending litigation and tax matters), in form and substance reasonably satisfactory thereto, made against the Secretary of State or other appropriate authority, evidencing the good standing Loan Parties and certain of the Equityholdersellers under the Merger Agreement under the Uniform Commercial Code (or applicable judicial docket) as in effect in any state in which any of the assets of such Loan Party are located, indicating among other things that its assets are free and clear of any Lien except Permitted Encumbrances and the other Liens permitted under the Loan Documents, (C) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Manager Agreement, covering the Collateral described in the Collateral Agreement, (D) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (E) evidence of the completion of all other actions, recordings and filings of or with respect to the Collateral Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (F) the deposit account control agreements and the Borrower securities account control agreements as referred to in the jurisdiction of its incorporation or organizationCollateral Agreement and duly executed by the appropriate parties, as in each case perfecting Liens against such accounts in accordance with the case may be; (v) Collateral Agreement, and the Administrative Agent shall have received be satisfied with the Loan Parties’ cash management system with respect to Medicaid/Medicare receivables, (G) evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, action that the filing Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Agreement has been taken (including receipt of duly executed financing payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements) and all filing and recording fees and taxes shall have been duly paid; and (H) to the extent applicable, intellectual property security agreements in recordable form and otherwise acceptable to the Administrative Agent and duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Agreement has been taken; (vi) Second Priority Lien deeds of trust, trust deeds, deeds to secure debt, and mortgages covering the properties listed on Schedule 4.01(a)(vi) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form UCC-1 suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting Second Priority Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid and subsisting Second Priority Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) property condition assessments as to the properties described in the Mortgages, from professional firms acceptable to the Administrative Agent, (D) an environmental assessment report from an environmental consulting firm acceptable to the Lenders, which report (1) shall be addressed to the Administrative Agent and the Lenders or otherwise permit reliance by the Administrative Agent and the Lenders thereon, (2) shall identify existing and potential environmental concerns, (3) shall quantify related costs and liabilities, associated with any facilities of either Borrower or any of their respective Subsidiaries and (4) shall be satisfactory to the Lenders with respect to the nature and amount of any matters covered thereby and the Lenders shall be satisfied with the Borrowers’ plans with respect thereto, (E) estoppel and consent agreements executed by each of the lessors of the leased real properties listed on Schedule 5.08(d)(i), together with legal descriptions sufficient for recording in the real property records of the applicable county; provided, however, that to the extent that any estoppel and consent agreements for the leased real properties listed on Schedule 5.08(d)(i) are not obtained prior to the Closing Date, the Borrowers shall use commercially reasonable efforts deliver such agreements and memoranda within 60 days following the Closing Date, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid and subsisting Second Priority Liens on the property described in the Mortgages has been taken; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ PC, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; (x) a favorable opinion of Strategic Law Partners, LLP, counsel for the Company and its Subsidiaries, delivered in connection with the Merger which opinion is either (A) addressed to the Administrative Agent and the Lenders or (B) accompanied by a reliance letter from such counsel addressed to the Administrative Agent and the Lenders that expressly states that the Administrative Agent and the Lenders may rely on such opinion; (xi) evidence of the receipt of all Governmental Approvals (including all applicable healthcare and other applicable regulatory), shareholder and third party consents (including ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance) and approvals necessary or, in the opinion of the Administrative Agent, desirable to perfect in connection with the Liens createdTransactions and the related financings and other transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or purported to impose any material adverse conditions on the Borrowers and their Subsidiaries or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be created, by applicable which in the Transaction Documents shall reasonable judgment of the Administrative Agent could have been completed (or will be completed concurrently with closing)such an effect; (vixii) a Business Associate Agreement duly executed by each Loan Party and AMVI/Prospect; (xiii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xiv) evidence that the Borrowers have obtained corporate/corporate family ratings from ▇▇▇▇▇’▇ and S&P, as applicable, of at least B3/B-, respectively, and in each case, with a stable outlook or better; (xv) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) except as set forth on Schedule 4.01(a)(xv), that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation as of the last day of the fiscal quarter of Holdings most recently ended prior to the Closing Date reflecting that the Consolidated Leverage Ratio of Holdings and its Subsidiaries (which ratio shall be calculated reflecting the Transactions contemplated hereby on a pro forma basis) is not greater than 3.5:1.0; (xvi) pro forma consolidated financial statements of Holdings and its Subsidiaries as of as of the last day of the fiscal quarter of Holdings most recently ended prior to the Closing Date giving effect to all elements of the Transactions, and forecasts prepared by management of the Borrowers, each in form satisfactory to the Lenders, of balance sheets, income statements and cash flow statements on a monthly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement; (xvii) the annual (or other audited) financial statements of each of (A) the Borrowers and their respective Subsidiaries and (B) the Company and its Subsidiaries for the fiscal years ended 2004, 2005, and 2006, and interim financial statements of each of (A) the Borrowers and their respective Subsidiaries and (B) the Company and its Subsidiaries dated of the end of the most recent fiscal quarter for which financial statements are available; (xviii) evidence that all Term Loans will be in full compliance with the Federal Reserve’s margin regulations; (xix) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from each Borrower’s chief financial officer; (xx) the Lenders shall be satisfied with the amount, terms, conditions and holders of all intercompany indebtedness and all material indebtedness and other material liabilities owing to third parties to be outstanding on and after the Closing Date; (xxi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the First Lien Administrative Agent, as control agent, as loss payee on all certificates for property hazard insurance maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral and naming the Administrative Agent as an additional insured on all certificates for liability insurance; (xxii) certified copies of each of the Related Documents, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall have received the results request; (xxiii) certified copies of a recent search by a Person certificate of merger or other confirmation satisfactory to the Lenders of the consummation of the Merger from the Secretary of State of the State of California; (xxiv) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Holdings ended March 31, 2007, signed by chief executive officer, chief financial officer, treasurer or controller of Holdings; (xxv) evidence that each Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under each Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xxvi) evidence that Holdings has received approval from the American Stock Exchange for the listing of common shares of Holdings stock thereon in connection with the conversion of the preferred equity issued to ▇▇▇▇▇▇ ▇. ▇▇▇ and The ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ Family Trust U/D/T September 29, 1997; (xxvii) a copy of each duly-executed Voting Agreement delivered in connection with the Merger Agreement; (xxviii) duly executed counterparts to the Intercreditor Agreement; and (xxix) such other assurances, certificates, documents, consents, reports, audits or opinions as the Administrative Agent or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent Borrowers shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, paid all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, charges and disbursements and other charges of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced reasonably prior to or on the Closing Date) , plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be received on incurred by it through the date closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (i) The final terms and conditions of each aspect of the initial Loan referred Merger, including, without limitation, all tax aspects thereof, shall be satisfactory to herein.the Lenders and the Merger shall have been consummated strictly in accordance with the terms of the Merger Agreement, without any waiver or amendment not consented to by the Lenders of any term,

Conditions Precedent to Borrowing. The obligation of each Lender to make an Advance on the Closing Date is subject to the following conditions precedent: (a) Conditions to Initial Borrowing. No Lender The Lenders shall be obligated satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of Capital Stock of each Loan Party and of each agreement or instrument relating to make any Loan such structure or capitalization. (b) All conditions to effectiveness of the Senior Credit Facility (other than the funding of the Advances hereunder, nor ) shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, or with the consent of the Lenders, waived, the initial funding under the Senior Credit Facility shall occur substantially simultaneously, and the Administrative Agent shall have received, in sufficient quantities for the Lenders, copies of all documents evidencing or governing the Senior Credit Facility, including the applicable credit agreement, the notes issued thereunder, any related guaranties and all pledge agreements, security agreements, collateral assignments and similar security instruments related thereto, and all closing documents, and all such documentation shall be satisfactory in form and substance to each of the Lenders. (i) The Borrower shall have Consolidated EBITDA for the Testing Period ended on or nearest to January 31, 2000, computed on a pro forma basis as if its acquisition of certain assets and assumption of certain liabilities of Filene's had been completed for such entire Testing Period and any Indebtedness assumed or incurred in connection therewith had been outstanding for such entire Testing Period, of at least $113 million; and on the Closing Date the Administrative Agent shall have received a certificate, dated the Closing Date, of a responsible financial or accounting officer of the Borrower to such effect, containing calculations in reasonable detail as to such computation, and to the further effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowing hereunder and the application of the proceeds thereof, (x) no Default or Event of Default has occurred or is continuing, and (y) all representations and warranties of the Loan Parties contained herein or in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that as to any such representations and warranties which expressly relate to an earlier specified date, such representations and warranties are only represented as having been true and correct in all material respects as of the date when made. (c) Since the end of the Borrower's fiscal quarter ended on or nearest to October 31, 1999, in the sole discretion ofjudgment of Prudential, there has been no change in the assets, properties, condition, business, prospects or affairs of the Borrower and its Subsidiaries taken as a whole, or waived their properties and assets considered as an entirety, except for changes solely in writing by the Administrative Agent:ordinary course of business, and changes incident to the acquisition of Gramex Retail Stores, Inc. in November 1999, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. Exhibit 10.3 (id) During the period from February 28, 2000 to the Closing Date, there shall not have occurred a material disruption or material adverse change in financial, banking, loan syndication or capital market conditions generally or in the market for new issuance of high yield securities or syndicated leveraged loans which, in the sole judgment of Prudential, could be expected to materially adversely affect the syndication of portions or all of the Commitments to additional Lenders. (e) The Lenders shall be satisfied that all Material Debt, other than the Indebtedness identified on Schedule 3.01(h), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished. (f) The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders. (g) the Administrative Agent shall have received on or before the day of the Borrowing the following, each dated such day (unless otherwise specified), in form and substance satisfactory evidence that the Equityholder has contributed initial equity to each Lender (and deposited the cash proceeds of such contribution into the Trust Accountunless otherwise specified) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (yexcept for the Notes) the date the initial Borrowing Request has been received in sufficient copies for each Lender: (i) Counterparts of this Agreement, duly executed by the Administrative Agent;Borrower, (ii) The Notes payable to the order of the Lenders in the amount of each Transaction Document shall have been duly executed byLenders' Commitment; (iii) A copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the Borrowing) by the Secretary of State of the State of incorporation of such Loan Party as being a true and correct copy thereof; (iv) With respect to each Loan Party, a copy of a certificate of the Secretary of State of the State of its incorporation, dated reasonably near the date of the Borrowing, listing the charter of such Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to such Loan Party's charter on file in his office, and delivered to(B) such Loan Party is duly incorporated and in good standing under the laws of such State; (v) A certificate of the Secretary of State of each State identified on Schedule 3.01(j), in each case, dated reasonably near the parties theretodate of the Borrowing, stating that the Loan Party whose name appears in the column adjacent to the name of such State is duly qualified and in good standing as a corporation organized under the laws of such State or as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate; (vi) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower or such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Borrowing (the statements made in which certificate shall be true on and as of the date of the Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in clause (iv) above, (B) a true and correct copy of the bylaws of the Borrower or such other Loan Party as in effect on the date of the Borrowing, (C) the due incorporation and good standing of the Borrower or such other Loan Party as a corporation organized under the laws of the State of its incorporation, and the Administrative Agent shall have received absence of any proceeding for the dissolution or liquidation of the Borrower or such other documentsLoan Party, instruments(D) the truth of the representations and warranties contained in each of the Loan Documents and the Senior Credit Facility as though made on and as of the date of the Borrowing; (E) the absence of any event occurring and continuing, agreements or resulting from the Borrowing or the application of the proceeds therefrom, that constitutes a Default; and legal opinions as (F) a true and correct copy of each of the Administrative Agent shall reasonably request resolutions of the Board of Directors of the Borrower and each other Loan Party approving this Agreement, the Notes and each other Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document and the Senior Credit Facility (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Notes and each other Loan Document, and each document under the Senior Credit Facility to which it is or will be a party and the other documents to be delivered hereunder and thereunder; (viii) Copies of each of the documents comprising or delivered in connection with the Senior Credit Facility, and letters from all opining counsel addressed to the Lenders granting the Lenders permission to rely on their respective legal opinions (if any) delivered in connection therewith; (ix) A Senior Subordinated Subsidiary Guaranty, substantially the form of Exhibit C (as amended from time to time in accordance with its terms, the "SUBSIDIARY GUARANTY"), duly executed by each Subsidiary Guarantor; (x) The Registration Rights Agreement duly executed by the Borrower; (xi) Such financial, business and other information regarding the Borrower and its Subsidiaries as the Lenders shall have requested including, without limitation, such financial statements, information as to possible contingent liabilities, tax matters, environmental matters and obligations under ERISA and such other approvals, opinions or documents as any Lender may reasonably request as to the legality, validity, binding effect or enforceability of the Loan Documents or the Senior Credit Facility; (xii) A certificate of the chief financial officer of the Borrower, in form and substance satisfactory to the Lenders, attesting to the Solvency of the Borrower after giving effect to the acquisition of certain assets and assumption of certain liabilities of Filene's and the other transactions contemplated hereby and by this Agreementthe Senior Credit Facility. (xiii) A letter, in form and substance satisfactory to the Administrative Agent, from the Borrower to Deloitte & Touche, its independent certified public accountants, advising such accountants that the Lenders have been authorized to exercise all rights of the Borrower to require such accountants to disclose any and all financial statements and any other information of any kind that they may have with respect to the Borrower and its Subsidiaries and directing such accountants to comply with any reasonable request of any Lender for such information. (xiv) Favorable opinions of counsel for the Borrower and the Subsidiary Guarantors, in each case, in form and substance satisfactory to the Administrative Agent; (iiixv) Such other approvals, opinions or documents as any Lender may reasonably request. (h) The Borrower shall have paid all accrued fees and expenses of each of Lender (including amounts owing under the Borrower, the Equityholder Fee Letter and the Collateral Manager accrued fees and expenses of counsel to the Lender). (i) The Lenders shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents received such other approvals, opinions and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person documents as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinrequested.

Conditions Precedent to Borrowing. The amendment and restatement of this Agreement on the Restatement Date is subject to, and will take effect upon, satisfaction of the following conditions precedent on or prior to such date: (a) Conditions Evidence satisfactory to Initial Borrowing. No Lender the Arranger that a minimum of $84,000,000 of net proceeds have been received by Borrower from a follow-on public offering of Borrower’s common stock. (b) The Administrative Agent shall have received a Borrowing Notice in accordance with the requirements hereof. (c) The Administrative Agent’s receipt of the following, each of which shall be obligated originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date), and each in form and substance reasonably satisfactory to make any Loan hereunder, nor shall any Lender, the Administrative Agent or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agentand its legal counsel: (i) executed counterparts dated as of the Restatement Date of this Agreement and the other Collateral Documents including, without limitation, the Collateral Documents covering substantially all assets of each Loan Party (other than Excluded Assets) and all other Loan Documents sufficient in number for distribution to the Administrative Agent shall have received satisfactory evidence that the Equityholder has contributed initial equity (each Lender and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative AgentBorrower; (ii) Term Notes executed by the Borrower in favor of each Transaction Document shall have been duly executed byLender requesting a Term Note, each Term Note in a principal amount equal to such Lender’s Term Commitment, and delivered to, each Term Note dated as of the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative AgentRestatement Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to Loan Party as the Administrative Agent one or more certifications that:may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Restatement Date, (B) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party will exist immediately after closing and the consummation of the transactions contemplated hereby or thereby; initial Credit Extension under this Agreement, (C) include a copy since December 31, 2007 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the resolutions Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or other authorizing instrumentsliabilities acquired or assumed or being acquired or assumed by the Borrower, if applicable)(D) that as of the Restatement Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (E) all material governmental and third party approvals necessary or, in form and substance satisfactory to the discretion of the Administrative Agent, of advisable in connection with the managing body of such Person authorizing (1) the execution, delivery and performance of financing contemplated by this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case continuing operation of the Borrower and the EquityholderQRC Subsidiaries has been obtained and is in full force and effect, and (F) no action, suit, investigation or proceeding is pending or, to the granting knowledge of such Responsible Officer, threatened in any court or before any arbitrator or governmental authority by it or against the Borrower, any Guarantor, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Liens created pursuant Borrower or any Guarantor to perform its obligations under the Transaction Loan Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed (or will be completed concurrently with closing); (vi) the Administrative Agent shall have received the results a Compliance Certificate of a recent search by a Person satisfactory to the Administrative Agent, Responsible Officer of the UCCBorrower demonstrating compliance with all financial covenants specified in Section 7.17 with Consolidated EBITDA and Consolidated Interest Charges estimated for the quarter ending March 31, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower2008, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agentannualized; (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01, (b) providing a three-year financial forecast for the Borrower and the QRC Subsidiaries on a consolidated basis, and (c) providing such other financial information as the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agentmay reasonably request; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance a certificate of a Responsible Officer of the Closing Date, all documentation Borrower certifying that to the Responsible Officer’s knowledge the Borrower and other information required by bank regulatory authorities under applicable the QRC Subsidiaries on a consolidated basis are not “know your customerinsolvent” as such term is used and anti-money laundering rules and regulations, including defined in (i) the Patriot United States Bankruptcy Code or (ii) the New York Uniform Fraudulent Transfer Act; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and each Lender shall have received the fees reasonably may require. (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Dated) to be received on the date of the initial Loan referred to hereinIntentionally Deleted.

Conditions Precedent to Borrowing. The obligation of each Lender to make an Advance on the Funding Date is subject to the satisfaction of the following conditions precedent before or concurrently therewith: (a) Conditions The Spinoff, the Canadian Subsidiary Transfer, the Cash Payment and the Merger shall have been consummated in accordance with the terms of the Transaction Documents, without any written waiver or amendment not consented to Initial Borrowing. No by the Requisite Lenders of any term, provision or condition set forth therein, and in compliance with all applicable laws (it being understood that the Consents Side Letter, the Distribution Agreement, the Merger Agreement, the Omnibus Restructuring Agreement and related documents delivered to the Arrangers prior to November 27, 1997, and as amended through the date hereof pursuant to amendments provided to the Lenders prior to the date hereof (the "Base Transaction Documents"), are satisfactory to the Lender Parties and their legal counsel), and, if the Hypothetical Consent Exposure Amount (as defined in the Consents Side Letter) on the Funding Date exceeds $25,000,000, the arrangements as contemplated by Section 1 of the Consents Side Letter and Exhibit B thereto shall have been fully satisfied or other arrangements acceptable to the Requisite Lenders shall have been put in place. (b) The Subsidiary Contribution shall have been consummated in accordance with the terms described on Schedule 3.02(b). (c) The Transaction Documents shall be obligated in full force and effect. (d) The Lender Parties shall be reasonably satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter and bylaws (or other similar organizational documents) and each class of capital stock of each Loan Party and of each agreement or instrument relating to make any such structure or capitalization, provided that the corporate and legal structure and capitalization of the Loan hereunderParties, nor shall any Lender, to the Administrative Agent extent specified in the Information Memorandum or the Securities Intermediary be obligated Base Transaction Documents, are satisfactory to take, fulfill or perform the Lender Parties. (e) Sodexho Operations shall have received not less than $500,000,000 in gross cash proceeds of the Senior Debt. (f) All Existing Debt identified as "To Be Refinanced" on Schedule 4.01(x) (other than any other action hereunder, until the following conditions Retained Marriott Bonds) shall have been satisfiedprepaid, redeemed or defeased in the sole discretion of, full or waived in writing by the Administrative Agent: (i) otherwise satisfied and extinguished or arrangements therefor satisfactory to the Administrative Agent shall have received satisfactory evidence that been made (or, in the Equityholder has contributed initial equity case of certain Marriott Bonds, assumed by New Marriott). (g) There shall have occurred no Material Adverse Change since September 12, 1997. (h) The Borrower shall have paid all accrued fees and deposited expenses of the cash proceeds Administrative Agent and the Lender Parties (including the fees and expenses of such contribution into the Trust Account) and/or Portfolio Assets counsel to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent;) due on or before the Funding Date, to the extent invoiced at least two Business Days prior to the Funding Date. (i) All governmental authorizations, and material consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with the Transaction, any of the Loan Documents or the Related Documents or any transactions contemplated thereby, other than (i) filings and recordings under, or with respect to the Collateral under and as defined in, the Senior Debt Documents, (ii) each Transaction Document governmental authorizations, and consents, approvals, authorizations, notices, filings and other actions, described on Schedule 4.01(d) hereto, (iii) third party consents and approvals that have not been obtained that relate to Indemnified Consent Exposure and (iv) consents, approvals, authorizations, notices, filings and other actions the absence of which would not reasonably be expected to have a Material Adverse Effect, shall have been duly executed byobtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any competent authority. (j) There shall exist no action, and delivered tosuit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect other than the parties thereto, and matters described on Schedule 4.01(i) (the "Disclosed Litigation"). (k) The Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as on or before the Administrative Agent shall reasonably request in connection with Funding Date the transactions contemplated by this Agreementfollowing, each in form and substance satisfactory to the Administrative Agent; dated such day (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicableunless otherwise specified), in form and substance satisfactory to the Administrative Agent, Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) The Notes payable to the order of the managing body Lenders. (ii) Certified copies of such Person authorizing (1) the execution, delivery and performance resolutions of this Agreement the Board of Directors of the Borrower and the Guarantor approving the Transaction, this Agreement, the Notes and each other Transaction Documents Loan Document to which it is or is to be a partyparty (including, (2) in the case of the resolutions of the Board of Directors of the Guarantor, authorizing and approving the issuance of the Guaranty), and of all documents evidencing other necessary corporate action (including shareholder approval) and governmental approvals and consents, if any, with respect to the Transaction, this Agreement, the Notes, each other Loan Document and each Related Document. (iii) A copy of the charter of the Borrower and each amendment thereto, certified (as of a date reasonably near the Funding Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iv) To the extent reasonably available, a copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Funding Date, listing the charter of the Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's charter on file in the office of such Secretary of State, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its incorporation. (v) A copy of a certificate of the Secretary of State of the State of Delaware certifying as to the filing and acceptance of the certificate of merger in respect of the Merger, or other confirmation of such filing satisfactory to the Arrangers. (vi) A certificate of the Borrower, signed on behalf of the borrowings contemplated hereunder Borrower by any two of its chief executive officer, chief financial officer, chief accounting officer, president, secretary, any vice president or any assistant secretary, dated the Funding Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.02(k)(iv), other than the filing of an amendment to the certificate of incorporation of the Borrower, in the form attached thereto, on the Funding Date, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Funding Date, (C) the due incorporation and good standing of the Borrower as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Funding Date (other than any such representation or warranty that is limited to a particular date or dates, as to which the truth of such representation or warranty is as of such date or dates) and (3E) the absence of any Default at the time of, or immediately after giving effect to, the Borrowing. (vii) A certificate of the Guarantor, signed on behalf of the Guarantor by the Secretary of the Board of the Guarantor, dated the Funding Date, certifying as to (A) a true and correct copy of the Statuts of the Guarantor as in effect on the Funding Date, (B) the valid existence of the Guarantor as a societe anonyme organized under the laws of the Republic of France and the absence of any proceeding for the dissolution or liquidation of the Guarantor, (C) a true and complete copy of a recent extract from the Commercial Registry with respect to the Guarantor and (D) the absence of any Guarantor Event of Default (as defined in the case Guaranty) or any event that would constitute a Guarantor Event of Default but for the requirement that notice be given or time elapse or both. (viii) A certificate of the Secretary or an Assistant Secretary of the Borrower and the EquityholderGuarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Agreement, the granting by it Notes and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (ix) Completed requests for information, dated on or before the Funding Date, listing all effective financing statements filed in the jurisdictions in which the assets or property of the Liens created pursuant Borrower or any Substantial Subsidiary are located that name the Borrower or any Substantial Subsidiary as debtor, together with copies of such financing statements. (x) Duly executed termination statements (Form UCC-3 or a comparable form) or the equivalent thereof in suitable form for filing under the Uniform Commercial Code of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on the assets or property of the Borrower and any Substantial Subsidiary (other than liens and security interests permitted under the terms of the Loan Documents and the Senior Debt Documents), duly executed by the appropriate secured party. (xi) A copy of a ruling issued by the Internal Revenue Service to the effect that the Spinoff will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Internal Revenue Code and a tax-free distribution under Section 355 of the Internal Revenue Code to the holders of the stock of the Borrower. (xii) Satisfaction of the Lender Parties and counsel for the Administrative Agent with respect to the tax treatment of the Borrower's debt as debt and not equity and the deductibility of interest thereunder. (xiii) Evidence that the Guarantor owns, directly or indirectly, not less than 40.01% of the voting stock of the Borrower. (xiv) A copy of the fairness opinion with respect to the Transaction issued to the Board of Directors of the Borrower by Merrill Lynch, Pierce, Fenner & Smith Incorporated. (xv) A ▇▇▇▇▇nty ▇▇ ▇ubstantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor. (xvi) Certified copies of each of the Related Documents, certified duly executed by an officer the parties thereto and in form and substance satisfactory to the Lender Parties (it being understood that the Base Transaction Documents are satisfactory to the Lender Parties and their legal counsel), together with all agreements, instruments and other documents delivered in connection therewith. (xvii) Certified copies of such Person each contract with the Guarantor listed on Schedule 4.01(z), duly executed by the parties thereto. (xviii) A copy of the solvency opinion with respect to the Borrower after giving effect to the Transaction and the other transactions contemplated hereby, from American Appraisal Associates, Inc. (xix) Evidence of insurance complying with the provisions of Section 5.01(d). (xx) An unaudited pro forma balance sheet of the Guarantor as of August 31, 1997 as if the Closing Transaction had been consummated on such date. (xxi) A duly completed and executed Notice of Borrowing for the Borrowing. (xxii) A letter from Corporation Service Company, presently located at 375 Hudson Street, New York, New York 10014, consenting ▇▇ its appointment by the Guarantor as its agent for service of process (the "Process Agent"), without reservation, until at least one (1) year after the Termination Date, which certification shall be together with evidence of the payment in full of all fees thereof. (xxiii) An opinion of Davis Polk & Wardwell, counsel for the Borr▇▇▇▇ ▇▇▇ ▇he ▇▇▇▇▇▇▇▇r, in substantially the form of Exhibit E-1 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxiv) An opinion of Robert A. Stern, Esq., General Counsel for ▇▇▇ ▇▇▇▇▇▇▇▇, ▇n substantially the form of Exhibit E-2 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxv) An opinion of Slaughter and May, French counsel for the G▇▇▇▇▇▇▇▇, in substantially the form of Exhibit E-3 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;Agent. (Dl) include an incumbency The representations and signature of warranties contained in each officer of such Person executing any Transaction Document; and (E) include true Loan Document shall be correct in all material respects on and complete copies of the Governing Documents of such Person, certified as of the Closing Date Funding Date, before and after giving effect to the Borrowing and the application of the proceeds therefrom, as complete though made on and correct copies thereof by an officer as of such Person; (iv) date, except to the Administrative Agent shall have received certificates dated as of extent that any such representation or warranty is limited to a recent particular date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary ordates, in the opinion of the Administrative Agent, desirable to perfect the Liens created, which case such representation or purported to be created, by the Transaction Documents warranty shall have been completed (true on and as of such date or will be completed concurrently with closing);dates. (vim) the Administrative Agent No event shall have received occurred and be continuing, or would result from the results of a recent search by a Person satisfactory to Borrowing or from the Administrative Agent, application of the UCCproceeds therefrom, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinthat constitutes a Default.

Conditions Precedent to Borrowing. The obligation of each Lender to make an Advance on the Funding Date is subject to the satisfaction of the following conditions precedent before or concurrently therewith: (a) Conditions The Spinoff, the Canadian Subsidiary Transfer, the Cash Payment and the Merger shall have been consummated in accordance with the terms of the Transaction Documents, without any written waiver or amendment not consented to Initial Borrowing. No by the Requisite Lenders of any term, provision or condition set forth therein, and in compliance with all applicable laws (it being understood that the Consents Side Letter, the Distribution Agreement, the Merger Agreement, the Omnibus Restructuring Agreement and related documents delivered to the Arrangers prior to November 27, 1997, and as amended through the date hereof pursuant to amendments provided to the Lenders prior to the date hereof (the "Base Transaction Documents"), are satisfactory to the Lender Parties and their legal counsel), and, if the Hypothetical Consent Exposure Amount (as defined in the Consents Side Letter) on the Funding Date exceeds $25,000,000, the arrangements as contemplated by Section 1 of the Consents Side Letter and Exhibit B thereto shall have been fully satisfied or other arrangements acceptable to the Requisite Lenders shall have been put in place. (b) The Subsidiary Contribution shall have been consummated in accordance with the terms described on Schedule 3.02(b). (c) The Transaction Documents shall be obligated in full force and effect. (d) The Lender Parties shall be reasonably satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter and bylaws (or other similar organizational documents) and each class of capital stock of each Loan Party and of each agreement or instrument relating to make any such structure or capitalization, provided that the corporate and legal structure and capitalization of the Loan hereunderParties, nor shall any Lender, to the Administrative Agent extent specified in the Information Memorandum or the Securities Intermediary be obligated Base Transaction Documents, are satisfactory to take, fulfill or perform the Lender Parties. (e) Sodexho Operations shall have received not less than $500,000,000 in gross cash proceeds of the Senior Debt. (f) All Existing Debt identified as "To Be Refinanced" on Schedule 4.01(x) (other than any other action hereunder, until the following conditions Retained Marriott Bonds) shall have been satisfiedprepaid, redeemed or defeased in the sole discretion of, full or waived in writing by the Administrative Agent: (i) otherwise satisfied and extinguished or arrangements therefor satisfactory to the Administrative Agent shall have received satisfactory evidence that been made (or, in the Equityholder has contributed initial equity case of certain Marriott Bonds, assumed by New Marriott). (g) There shall have occurred no Material Adverse Change since September 12, 1997. (h) The Borrower shall have paid all accrued fees and deposited expenses of the cash proceeds Administrative Agent and the Lender Parties (including the fees and expenses of such contribution into the Trust Account) and/or Portfolio Assets counsel to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent;) due on or before the Funding Date, to the extent invoiced at least two Business Days prior to the Funding Date. (i) All governmental authorizations, and material consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with the Transaction, any of the Loan Documents or the Related Documents or any transactions contemplated thereby, other than (i) filings and recordings under, or with respect to the Collateral under and as defined in, the Senior Debt Documents, (ii) each Transaction Document governmental authorizations, and consents, approvals, authorizations, notices, filings and other actions, described on Schedule 4.01(d) hereto, (iii) third party consents and approvals that have not been obtained that relate to Indemnified Consent Exposure and (iv) consents, approvals, authorizations, notices, filings and other actions the absence of which would not reasonably be expected to have a Material Adverse Effect, shall have been duly executed byobtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any competent authority. (j) There shall exist no action, and delivered tosuit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect other than the parties thereto, and matters described on Schedule 4.01(i) (the "Disclosed Litigation"). (k) The Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as on or before the Administrative Agent shall reasonably request in connection with Funding Date the transactions contemplated by this Agreementfollowing, each in form and substance satisfactory to the Administrative Agent; dated such day (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (C) include a copy of the resolutions (or other authorizing instruments, if applicableunless otherwise specified), in form and substance satisfactory to the Administrative Agent, Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) The Notes payable to the order of the managing body Lenders. (ii) Certified copies of such Person authorizing (1) the execution, delivery and performance resolutions of this Agreement the Board of Directors of the Borrower and the Guarantor approving the Transaction, this Agreement, the Notes and each other Transaction Documents Loan Document to which it is or is to be a partyparty (including, (2) in the case of the resolutions of the Board of Directors of the Guarantor, authorizing and approving the issuance of the Guaranty), and of all documents evidencing other necessary corporate action (including shareholder approval) and governmental approvals and consents, if any, with respect to the Transaction, this Agreement, the Notes, each other Loan Document and each Related Document. (iii) A copy of the charter of the Borrower and each amendment thereto, certified (as of a date reasonably near the Funding Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iv) To the extent reasonably available, a copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Funding Date, listing the charter of the Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's charter on file in the office of such Secretary of State, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its incorporation. (v) A copy of a certificate of the Secretary of State of the State of Delaware certifying as to the filing and acceptance of the certificate of merger in respect of the Merger, or other confirmation of such filing satisfactory to the Arrangers. (vi) A certificate of the Borrower, signed on behalf of the borrowings contemplated hereunder Borrower by any two of its chief executive officer, chief financial officer, chief accounting officer, president, secretary, any vice president or any assistant secretary, dated the Funding Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.02(k)(iv), other than the filing of an amendment to the certificate of incorporation of the Borrower, in the form attached thereto, on the Funding Date, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Funding Date, (C) the due incorporation and good standing of the Borrower as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Funding Date (other than any such representation or warranty that is limited to a particular date or dates, as to which the truth of such representation or warranty is as of such date or dates) and (3E) the absence of any Default at the time of, or immediately after giving effect to, the Borrowing. (vii) A certificate of the Guarantor, signed on behalf of the Guarantor by the Secretary of the Board of the Guarantor, dated the Funding Date, certifying as to (A) a true and correct copy of the Statuts of the Guarantor as in effect on the Funding Date, (B) the valid existence of the Guarantor as a societe anonyme organized under the laws of the Republic of France and the absence of any proceeding for the dissolution or liquidation of the Guarantor, (C) a true and complete copy of a recent extract from the Commercial Registry with respect to the Guarantor and (D) the absence of any Guarantor Event of Default (as defined in the case Guaranty) or any event that would constitute a Guarantor Event of Default but for the requirement that notice be given or time elapse or both. (viii) A certificate of the Secretary or an Assistant Secretary of the Borrower and the EquityholderGuarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Agreement, the granting by it Notes and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (ix) Completed requests for information, dated on or before the Funding Date, listing all effective financing statements filed in the jurisdictions in which the assets or property of the Liens created pursuant Borrower or any Substantial Subsidiary are located that name the Borrower or any Substantial Subsidiary as debtor, together with copies of such financing statements. (x) Duly executed termination statements (Form UCC-3 or a comparable form) or the equivalent thereof in suitable form for filing under the Uniform Commercial Code of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on the assets or property of the Borrower and any Substantial Subsidiary (other than liens and security interests permitted under the terms of the Loan Documents and the Senior Debt Documents), duly executed by the appropriate secured party. (xi) A copy of a ruling issued by the Internal Revenue Service to the effect that the Spinoff will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Internal Revenue Code and a tax-free distribution under Section 355 of the Internal Revenue Code to the holders of the stock of the Borrower. (xii) Satisfaction of the Lender Parties and counsel for the Administrative Agent with respect to the tax treatment of the Borrower's debt as debt and not equity and the deductibility of interest thereunder. (xiii) Evidence that the Guarantor owns, directly or indirectly, not less than 40.01% of the voting stock of the Borrower. (xiv) A copy of the fairness opinion with respect to the Transaction issued to the Board of Directors of the Borrower by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated. (xv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor. (xvi) Certified copies of each of the Related Documents, certified duly executed by an officer the parties thereto and in form and substance satisfactory to the Lender Parties (it being understood that the Base Transaction Documents are satisfactory to the Lender Parties and their legal counsel), together with all agreements, instruments and other documents delivered in connection therewith. (xvii) Certified copies of such Person each contract with the Guarantor listed on Schedule 4.01(z), duly executed by the parties thereto. (xviii) A copy of the solvency opinion with respect to the Borrower after giving effect to the Transaction and the other transactions contemplated hereby, from American Appraisal Associates, Inc. (xix) Evidence of insurance complying with the provisions of Section 5.01(d). (xx) An unaudited pro forma balance sheet of the Guarantor as of August 31, 1997 as if the Closing Transaction had been consummated on such date. (xxi) A duly completed and executed Notice of Borrowing for the Borrowing. (xxii) A letter from Corporation Service Company, presently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10014, consenting to its appointment by the Guarantor as its agent for service of process (the "Process Agent"), without reservation, until at least one (1) year after the Termination Date, which certification shall be together with evidence of the payment in full of all fees thereof. (xxiii) An opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower and the Guarantor, in substantially the form of Exhibit E-1 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxiv) An opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel for the Borrower, in substantially the form of Exhibit E-2 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxv) An opinion of ▇▇▇▇▇▇▇▇▇ and May, French counsel for the Guarantor, in substantially the form of Exhibit E-3 hereto and as to such other matters as the Required Lenders through the Administrative Agent may reasonably request. (xxvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;Agent. (Dl) include an incumbency The representations and signature of warranties contained in each officer of such Person executing any Transaction Document; and (E) include true Loan Document shall be correct in all material respects on and complete copies of the Governing Documents of such Person, certified as of the Closing Date Funding Date, before and after giving effect to the Borrowing and the application of the proceeds therefrom, as complete though made on and correct copies thereof by an officer as of such Person; (iv) date, except to the Administrative Agent shall have received certificates dated as of extent that any such representation or warranty is limited to a recent particular date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary ordates, in the opinion of the Administrative Agent, desirable to perfect the Liens created, which case such representation or purported to be created, by the Transaction Documents warranty shall have been completed (true on and as of such date or will be completed concurrently with closing);dates. (vim) the Administrative Agent No event shall have received occurred and be continuing, or would result from the results of a recent search by a Person satisfactory to Borrowing or from the Administrative Agent, application of the UCCproceeds therefrom, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent; (vii) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each of the Borrower, the Collateral Manager, the Equityholder and the Securities Intermediary, in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (ix) the Administrative Agent and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date of the initial Loan referred to hereinthat constitutes a Default.

Conditions Precedent to Borrowing. The obligation of each Lender to provide Loans on the Funding Date is subject to satisfaction or waiver of the following conditions precedent as of the Funding Date: (a) Conditions the Subject Notes Change of Control Offer shall have been made in a manner consistent with the Indenture and all applicable laws (including the Exchange Act and rules and regulations promulgated thereunder); (b) no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the Borrower shall have delivered to Initial Borrowing. No Lender shall be obligated to make any Loan hereunder, nor shall any Lender, the Administrative Agent the Borrowing Request in accordance with Section 2.02(a); (d) all necessary governmental and material third party approvals and/or consents in connection with the Subject Notes Change of Control Offer and the transactions contemplated by this Agreement shall have been obtained and remain in effect; (e) there shall not exist any judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the Subject Notes Change of Control Offer or the Securities Intermediary be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing transactions contemplated by the Administrative Agent:this Agreement; (if) the Administrative Agent shall have received satisfactory evidence that all fees, costs, expenses and other amounts due and payable to each Agent and Lender or otherwise payable in respect of the Equityholder has contributed initial equity (and deposited the cash proceeds of such contribution into the Trust Account) and/or Portfolio Assets Transactions, including, to the Borrower such that the cash proceeds of such initial equity contribution and/or aggregate Principal Balance of Portfolio Assets contributed total $20,000,000 no later than the earlier of (x) 30 days after the Closing Date and (y) the date the initial Borrowing Request has been received by the Administrative Agent; (ii) each Transaction Document shall have been duly executed byextent invoiced, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (iii) each of the Borrower, the Equityholder and the Collateral Manager shall have delivered to the Administrative Agent one reimbursement or more certifications that: (A) no Default or Event of Default has occurred; (B) it has obtained all required consents and approvals payment of all Persons to the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; expenses (C) include a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the managing body of such Person authorizing (1) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (2) in the case of the Borrower, the borrowings contemplated hereunder and (3) in the case of the Borrower and the Equityholder, the granting by it of the Liens created pursuant to the Transaction Documents, certified by an officer of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (D) include an incumbency and signature of each officer of such Person executing any Transaction Document; and (E) include true and complete copies of the Governing Documents of such Person, certified as of the Closing Date as complete and correct copies thereof by an officer of such Person; (iv) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Equityholder, the Collateral Manager and the Borrower in the jurisdiction of its incorporation or organization, as the case may be; (v) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported Attorney Costs) required to be created, paid by the Transaction Documents shall have been completed (or will be completed concurrently with closing)Borrower; (vig) the Administrative Agent Funding Date shall have received occurred not more than 75 days following the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative AgentSpin Off Date; (viih) the Administrative Agent shall have received the executed legal opinion or opinions of counsel to each representations and warranties of the BorrowerBorrower contained in Sections 5.01, the Collateral Manager5.02, the Equityholder 5.03, 5.04, 5.05, 5.15, 5.16, 5.17, 5.18, 5.19 and the Securities Intermediary, 5.20 shall be true and correct in each case, in form and substance acceptable to the Administrative Agent; (viii) the Administrative Agent and each Lender shall have received, sufficiently in advance all material respects as of the Closing Date, Funding Date (except that such representations and warranties that specifically refer to a prior given date or period shall be required to be true and correct in all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including material respects as of the Patriot Actrespective date or for the respective period); and (ixi) the Administrative Agent representations and each Lender shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced reasonably prior to the Closing Date) to be received on the date warranties of the initial Loan referred to hereinBorrower contained in Article V made on and as of the Spin Off Date were true and correct in all material respects on and as of the Spin Off Date.