Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be is subject to the conditions precedent that satisfaction (or waiver in accordance with Section 9.01) of the following conditions: (a) The Effective Date shall have occurred. (b) If the Shire Acquisition is effected by way of a Scheme, the Administrative Agent shall have received received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on or before which the Closing Date the following, each in form and substance reasonably satisfactory Scheme Circular was posted to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each shareholders of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effectShire; (b2) true the date on which the Court has sanctioned the Scheme and complete copies certified by a Responsible Officer that the Court Order has been duly delivered to the Registrar in accordance with Article 125(3) of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility DocumentsJersey Companies Law; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v3) as to the incumbency and specimen signature satisfaction of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; condition set forth in clauses (d), (e) proper financing statements(to the extent relating to the Scheme), in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of and (i) counsel (to the Borrower, extent relating to the Collateral Manager and the Equityholder, covering customary corporate matters Scheme) below; and (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status 4) each copy of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest documents specified in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and paragraphs (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate (iii) below is correct and enforceability matters, complete and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have has not been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent amended or superseded on or prior to the Closing Date Date, except to the extent such changes thereto have been received required pursuant to the City Code or will be received contemporaneously required by the Panel or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which is consistent in all material respects with the terms and conditions in the Press Release and the Scheme Resolutions, in each case, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or by a court of competent jurisdiction or are not prohibited by the Loan Documents. (c) If the Shire Acquisition is effected by way of a Takeover Offer, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Shire; (2) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Takeover Offer), (f) and (i) (to the extent relating to the Takeover Offer) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and and (4) that the Takeover Offer has been declared unconditional in all respects without any material amendment, modification or waiver of the conditions to the Takeover Offer or of the Acceptance Condition except to the extent not prohibited by the Loan Documents. (ii) a copy of the reasonable Takeover Offer Document which is consistent in all material respects with the terms and documented conditions in the Offer Press Announcement, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or are permitted under the Loan Documents. (d) On the date of the applicable borrowing request and on the proposed date of such borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) Where the Shire Acquisition is to be implemented by way of a Scheme, each of the Shire Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Shire Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents (it being understood that substantially concurrently shall include the payment for Scheme Shares being made and the Company Merger being consummated no more than two Business Days after the initial Advance hereunder) or, where the Shire Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become unconditional in accordance with the terms of the Offer Document and the shares in AbbVie NewCo to be issued to the Shire shareholders pursuant to the terms of the Takeover Offer have been issued and the former Shire shareholders have been registered as the owner of such shares in the register of members of AbbVie NewCo (as applicable) and as promptly as reasonably practicable thereafter the Company Merger shall be consummated, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required pursuant to the City Code or the Panel or are not prohibited by the Loan Documents. (f) All fees and expenses of counsel other amounts due and payable by the Borrower, AbbVie and their Subsidiaries to the Arranger, the Administrative Agent and the Lenders, of counsel Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Custodian and of counsel Loan Documents shall be paid, to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory extent invoiced at least one Business Day prior to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into by the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory relevant person and to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect extent such amounts are payable on or prior to any Advance to be made on the Closing Date, the Lenders and the . The Administrative Agent shall have received a Notice of Borrowing in accordance with respect Section 2.02. (g) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of AbbVie NewCo and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to such Advance demonstrating that immediately the Closing Date, prepared after giving effect to the making Transactions as if the Transactions had occurred as of such initial Advance, the Borrowing Base Test shall be satisfied; date (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interestssuch balance sheet) or at the beginning of such period (in the case of such statement of income) (the “Pro Forma Financials”), it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Pro Forma Financials). (h) It is not illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from lending its portion of the Advances or restricting the application of the proceeds thereof. (i) After giving effect to the consummation of the Scheme, or if the Shire Acquisition is implemented by way of a Takeover Offer after giving effect to the initial purchase of Shire Shares pursuant to the Takeover Offer, immediately after the Company Merger, the related seller holders of Shire Shares immediately prior to the effectiveness of such Participation Interest) that all payments Scheme or purchase pursuant to such Takeover Offer shall be made directly to own equity interests in AbbVie NewCo representing more than 20.0% of both the Collection Account voting interests of and all Collections received by value of AbbVie NewCo. The Administrative Agent shall notify the Borrower or its Affiliates with respect to and the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Lenders of the Closing DateDate as soon as practicable upon its occurrence, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” such notice shall be conclusive and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Closing Date. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the time that each of the following conditions has been satisfied (the date, if any, upon which such conditions are first satisfied is referred to herein as the “Closing Date”): (a) Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof; provided, however, that Borrowers shall not be required to deliver a Lien Waiver on the Closing Date for a location for which Agent has established a Rent and Charges Reserve. (b) [Reserved.] (c) Each Collateral and Guarantee Requirement shall have been satisfied and Agent shall have received a completed Perfection Certificate dated as of the Closing Date and signed by an executive officer or Financial Officer of each Obligor, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code, PPSA and equivalent filings made with respect to the Obligors in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to Agent (including PPSA estoppel letters) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to UCC-3 financing statements, PPSA termination statements or other release documentation delivered to Agent. (d) Agent shall have received duly executed agreements establishing and/or evidencing each Dominion Account and (where applicable) related lockbox and each Controlled Account, each in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower and each Mexican Domiciled Obligor certifying that, after giving effect to the initial Loans and transactions hereunder, (i) no Default exists; (ii) the representations and warranties set forth in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents (including, without limitation, charter documents of such Obligor that are, except with respect to a UK Domiciled Obligor or a Dutch Domiciled Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization) are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and (with respect to the U.S. Obligors, together with the resolutions delivered pursuant to Section 6 of the Original Loan Agreement) constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as well as any local counsel to Obligors or Agent (including, without limitation, Canadian, English, Mexican and Dutch counsel), in form and substance satisfactory to Agent. (h) Agent shall have received good standing certificates for each Obligor (other than the Dutch Domiciled Obligors) issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction in the United States, Canada, the United Kingdom, Mexico or the Netherlands where such Obligor’s conduct of business or ownership of Property necessitates qualification (in each case, to the extent that such certificates or certificates of similar subject matter are issued, in general, by such officials in such jurisdictions). (i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, together with a loss payable endorsement naming Agent as loss payee and reasonably acceptable to Agent, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of Obligors and their Subsidiaries, taken as a whole, or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2014. The capital structure of the Obligors shall be satisfactory to Agent. (k) Borrowers shall have paid all fees and expenses (provided that legal fees required to be paid as a condition precedent to the occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject limited to the conditions precedent that the Administrative Agent shall such legal fees as to which Borrowers have received on or before a summary invoice) required to be paid to Agent and/or the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, Lenders under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent Loan Documents on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder;. (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied;Report as of the most recent month ending at least 15 days prior to the Closing Date. (m) Agent and the Borrower Lenders shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 Patriot Act and other AML Legislation. (yn) if Agent shall have received executed copies of the any Term Loan Document or modifications to the Term Loan Documents executed in connection with the Transactions, which shall be in form and substance satisfactory to Agent and shall be in full force and effect. (o) Agent shall have received the originals of any pledged Collateral representing all of the issued and outstanding shares of the Equity Interests constituting Collateral and required to be delivered to Agent under the Loan Documents, in each case together with stock powers (or the equivalent, including, without limitation, endorsements (endosos)) duly executed in blank with respect thereto (except with respect to uncertificated pledged Collateral and such Collateral that constitutes Term Priority Collateral). (p) Agent shall have received payoff or release letters, in form and substance satisfactory to Agent, confirming that the Obligors and their Subsidiaries are released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Liens existing with respect to any such Debt in and to the assets of the applicable Obligors and their Subsidiaries, together with termination statements and other documentation evidencing the termination of any such Liens in and to the properties and assets of the applicable Obligors and their Subsidiaries. (q) Agent shall have received evidence, in form and substance satisfactory to Agent, that the Mexican Domiciled Obligors have irrevocably appointed the Borrower qualifies as Agent, before a “legal entity customer” under the Beneficial Ownership RegulationMexican notary public, a Beneficial Ownership Certification special irrevocable power of attorney, in relation the form of Exhibit E, to the Borroweract as its agent for service of process.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and Subject to Section 3.04, the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be is subject to the conditions precedent that the Administrative Agent shall have received on receipt or before the Closing Date the following, each satisfaction (or waiver in form and substance reasonably satisfactory to the Administrative Agent, oraccordance with Section 9.01), as applicable, of the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):following conditions: (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which The Effective Date shall each be in full force and effect;have occurred. (b) true and complete copies certified If the Target Acquisition is effected by way of a Scheme, the Designated Agent shall have received: (i) a certificate of the Borrower signed by a Responsible Officer certifying: (A) the date on which the Scheme Circular was posted to the shareholders of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility DocumentsTarget; (cB) each of the representations date on which the Court has sanctioned the Scheme and warranties of that the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except Court Order has been duly delivered to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)Registrar; (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (vC) as to the incumbency and specimen signature satisfaction of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; condition set forth in clauses (d) and (e) proper financing statements, in acceptable form for filing on (to the Closing Date, under extent relating to the UCC with Scheme) below; and (D) the Secretary of State copy of the State of Delaware and any other applicable filing office document specified in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and paragraph (ii) counsel below and delivered to the Collateral Administrator, Designated Agent pursuant to paragraph (ii) below is correct and complete and has not been amended or superseded following the Collateral Agent date of delivery and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date Date; and (ii) a copy of the Scheme Circular which is consistent in all material respects with the terms and conditions in the Press Release and the Scheme Resolutions, in each case, except to the extent changes thereto are not prohibited by the Loan Documents. (c) If the Target Acquisition is effected by way of a Takeover Offer, the Designated Agent shall have received: (i) a certificate of the Borrower signed by a Responsible Officer certifying: (A) the date on which the Takeover Offer Document was posted to the shareholders of the Target; (B) as to the satisfaction of each condition set forth in clauses (d) and (e) (to the extent relating to the Takeover Offer) below; (C) the copy of the document specified in paragraph (ii) below and delivered to the Designated Agent pursuant to paragraph (ii) below is correct and complete and has not been received amended or will be received contemporaneously with superseded following the date of delivery and on or prior to the Closing Date; and (D) that the Takeover Offer has been declared unconditional in all respects without any material amendment, modification or waiver of the conditions to the Takeover Offer or of the Acceptance Condition except to the extent not prohibited by the Loan Documents. (ii) a copy of the Takeover Offer Document which is consistent in all material respects with the terms and conditions in the Offer Press Announcement, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited under the Loan Documents. (d) On the date of the applicable Borrowing request and on the proposed date of such Borrowing (i) no Certain Funds Default shall be continuing or would result from the proposed Borrowing and (ii) all the reasonable and documented fees and expenses Certain Funds Representations shall be true or, if a Certain Funds Representation does not already include a materiality concept, true in all material respects. (e) Where the Target Acquisition is to be implemented by way of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agenta Scheme, the Securities Intermediary and the Collateral Administrator in connection Target Acquisition shall have been, or substantially concurrently with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme Documents (it being understood that substantially concurrently shall include the payment for Scheme Shares being made) or, where the Target Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have been deposited into become wholly unconditional in accordance with the Unfunded Reserve Account;terms of the Offer Document, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Parent Guarantor, the Borrower or any Acquisition Co (if any) except to the extent permitted pursuant to Section 5.01(k). (kf) a solvency certificate reasonably satisfactory to it from an authorized signatory of The Designated Agent shall have received the Borrower and the Equityholder;Closing Date Officer’s Certificate. (lg) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative The Designated Agent shall have received a Notice Borrowing Request in accordance with Section 2.02. (h) All fees then due and payable by the Reporting Group to the Designated Agent, the Arrangers and the Lenders under the Loan Documents or pursuant to the Fee and Syndication Letter shall be paid. (i) It shall not be illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from lending its portion of Borrowing with respect the Advances or restricting the application of the proceeds thereof; provided, that such Lender has used commercially reasonable efforts to make the Advance through an Affiliate of such Lender not subject to such Advance demonstrating legal restriction; provided further, that immediately after the making occurrence of such initial Advance, the Borrowing Base Test event in relation to one Lender shall be satisfied; (m) not relieve any other Lender of its obligations hereunder. The Designated Agent shall notify the Borrower shall have instructed all Obligors or, if applicable, and the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Lenders of the Closing DateDate as soon as practicable upon its occurrence, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” such notice shall be conclusive and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Closing Date. The occurrence obligations of the Lenders to make Initial Term Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions on the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the Parent Borrower, the Co-Borrower and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Lenders shall have received, (i) a written opinions of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel for the Loan Parties and from such other U.S. local counsel for the Loan parties as the Required Lenders may request (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each (C) in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders covering such matters relating to the Loan Documents as the Required Lenders shall reasonably request and (ii) a written opinion of ▇▇▇▇▇▇▇, or▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, as applicableCanadian counsel for the Loan Parties and from such other Canadian local counsel for the Loan Parties as the Required Lenders deem necessary, (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Required Lenders covering such matters as the Required Lenders shall reasonably request. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) in the case of the U.S. Loan Parties, that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the events set forth below shall have occurred Board of Directors (or equivalent governing body) of such applicable conditions precedent have been waived by Loan Party (or its managing general partner or managing member) authorizing the Administrative Agent): (a) each execution, delivery and performance of the Facility Loan Documents (other than dated as of the Collateral Administration Closing Date to which such person is a party and, in the case of the Parent Borrower and Agency Fee Letter) duly executed the Co-Borrower, the borrowings hereunder, and delivered by the parties theretothat such minutes or resolutions have not been modified, which shall each be rescinded or amended and are in full force and effect;effect on the Closing Date, (bv) true as to the incumbency and complete copies certified specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (vi) the name and title of any Responsible Person with respect each such applicable Loan Party. (d) The Administrative Agent and Lenders shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower Parent Borrower, together with all attachments contemplated thereby, and the Lenders shall have received the results of all Governmental Authorizationsa search of the Uniform Commercial Code or PPSA (or equivalent), Private Authorizations tax and Governmental Filingsjudgment, if anyUnited States Patent and Trademark Office, required United States Copyright Office and Canadian Intellectual Property Office filings made with respect to the Loan Parties in connection with the transactions jurisdictions contemplated by this Agreement the Perfection Certificate and copies of the other Facility Documentsfinancing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Required Lenders that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released (or arrangements reasonably satisfactory to the Required Lenders for such release shall have been made); (ce) each The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit H and signed by a Financial Officer of the Parent Borrower confirming the solvency of the Parent Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date; (f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least one (1) Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Goodmans LLP and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans); (g) Except as set forth in Schedule 5.13 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”), the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date; (h) The Administrative Agent and the Lenders shall have received all documentation and other information required by Section 3.25(a)(ii) and (iii) on or prior to the dates set forth therein, as applicable, to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date; (i) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (j) The representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Loan Documents shall be true and correct in all material respects as of such date, in each case, with the Closing Date (same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to any an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier dateare qualified by materiality, Material Adverse Effect or similar language (in which case such representations and warranties shall be true and correct as in all respects); (k) At the time of and immediately after such earlier date)Borrowing, (iv) that no Default or Event of Default has shall have occurred and is be continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect The Administrative Agent and the Lenders shall have received a closing date certificate substantially in the form of Exhibit I and signed by a Financial Officer of the Parent Borrower which shall include certifications to any Advance to be made the effect that the conditions precedent set forth in Sections 4.01(j) and (k) hereof have been satisfied on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower Farm Credit Canada shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly provided its consent to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit incurrence of the Collateral Agent on behalf of the Secured PartiesInitial Term Loan Facility; and (n) sufficiently The Administrative Agent and the Lenders shall have received the Historical Financial Statements. For purposes of determining compliance with the conditions specified in advance this Section 4.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Closing Date, (x) all documentation and other information required Administrative Agent responsible for the transactions contemplated by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation Loan Documents shall have received notice from such Lender prior to the BorrowerClosing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of the initial Borrowing.

Conditions Precedent to Closing Date. The occurrence obligations of the Closing Date Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the obligation availability of each Lender to make any Advance hereunder the Revolving Facility on the Closing Date shall be subject to become effective on the first date on which each of the following conditions precedent that the is satisfied (or waived in accordance with Section 9.01: (a) The Administrative Agent (or its counsel) shall have received on or before the Closing Date the following, : (i) from each in form party hereto and substance reasonably thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such applicable conditions precedent have been waived by the Administrative Agent): (a) each party has signed a counterpart of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the each other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents Loan Document to which it is a party; (eii) proper financing statementscopies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in acceptable form for filing on each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, under certifying the UCC with the Secretary of State names and true signatures of the State officers of Delaware the Company and any other applicable filing office in any applicable jurisdiction that such Guarantor, as the Administrative Agent deems reasonably necessary or desirable in order case may be, authorized to perfect the interests in the Collateral contemplated by sign this Agreement and the other documents to be delivered by the Company or such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the CollateralGuarantor hereunder; (fiv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions (addressed to each of the Secured Parties) of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York and Delaware counsel to the BorrowerLoan Parties, dated the Collateral Manager and the EquityholderClosing Date, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest substantially in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request form of Exhibit C-1 hereto and (ii) ▇▇▇▇▇▇▇▇ and Wedge, special Nevada counsel to the Collateral AdministratorLoan Parties, dated the Collateral Agent and Closing Date, substantially in the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably requestform of Exhibit C-2 hereto; (ga) reserved; (h) all audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Covered Accounts shall have been established and shall be subject to Company for the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to three most recently completed fiscal years of the Administrative Agent on or Company ended at least 90 days prior to the Closing Date have been received or will be received contemporaneously with Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (iib) shall be deemed satisfied by the reasonable filing by the Company of its applicable Form 10-K and documented fees Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and expenses (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of counsel income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Administrative Agent Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the LendersCompany and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, of counsel 2023, in form and substance reasonably satisfactory to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the BorrowerArrangers; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (kvii) a solvency certificate reasonably satisfactory to it from of an authorized signatory officer of the Borrower and the Equityholder; (l) with respect to any Advance to be made on Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Administrative Agent Revolving Facility shall have received not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfiedSection 2.02; (mix) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest1) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently no later than five Business Days in advance of the Closing Date, (x) all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y2) if at least five Business Days prior to the Borrower qualifies Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as a “legal entity customer” under of the Closing Date, the information included in the Beneficial Ownership RegulationCertification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, a Beneficial Ownership Certification in relation together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the Borrowerextent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The occurrence effectiveness of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date this Agreement shall be subject to the conditions precedent that the Administrative Agent Lender shall have received on each following documents and each of the following conditions shall have occurred, or before the Closing Date the followingshall occur concurrently therewith, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Lender: (a) each The Lender shall have received a certificate from the Borrower, dated the Closing Date, signed by an Authorized Officer of the Facility Borrower, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of the Borrower authorized to sign the Credit Documents and attaching true, correct and complete copies of (i) the Organizational Documents of the Borrower and (ii) the necessary resolutions of the board of directors (and/or other than relevant governing body) of the Collateral Administration Borrower, each certified by an Authorized Officer of the Borrower (which certificate shall state that such resolutions are in full force and Agency Fee Lettereffect on the Closing Date). (b) The Lender shall have received copies of the audited annual financial statements of the Borrower for the fiscal years ended June 30, 2013 and 2014, the six-month period ended December 31, 2014 and the fiscal year ended December 31, 2015. (c) The Lender shall have received an acceptance letter regarding the Borrower’s appointment of the Process Agent, duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);Process Agent. (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all All fees and expenses due and owing required to be paid under the Administrative Agent Credit Documents (including the Fee Letter as applicable) on or prior to the Closing Date have been received or will be received contemporaneously with Date, in each case to the extent invoiced at least one (1) Business Day prior to the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower;paid. (je) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent The Lender shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information about the Borrower required by bank regulatory authorities under applicable client onboarding procedures or “know your customer” and or anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) if the Borrower qualifies Act, as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification has been reasonably requested in relation writing at least 10 days prior to the BorrowerClosing Date. (f) The Borrower shall be in compliance with all applicable Laws, requirements and Governmental Approvals in respect of the launching of the Tender Offer. (g) The Lender shall have received duly executed and delivered offer and acceptance letters or counterparts with respect to the Argentine Guaranty Agreement.

Conditions Precedent to Closing Date. The occurrence effectiveness of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date this Agreement shall be subject to the conditions precedent that the Administrative Agent shall have received on each following documents and each of the following conditions shall have occurred, or before the Closing Date the followingshall occur concurrently therewith, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Lenders: (a) each of The Borrower shall have received the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered acceptance letter to this Offer PCT N°1/2016 from the Agents and the Lenders. (b) The Administrative Agent shall have received the duly executed and delivered acceptance letter to the Guaranty Agreement from the Guarantor. (c) The Administrative Agent shall have received a certificate from the Borrower, dated the Closing Date, signed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of the Borrower authorized to sign the Credit Documents and attaching true, correct and complete copies of (i) the Organizational Documents of the Borrower, (ii) the necessary resolutions of the board of directors (and/or other relevant governing body) of the Borrower, each certified by an Authorized Officer of the Borrower (which certificate shall state that such resolutions are in full force and effect on the Closing Date) and (iii) a good standing certificate relating to the legal existence (to the extent applicable and available in the particular jurisdiction) of the Borrower. (d) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the due execution, delivery, recordation, filing or performance by the parties theretoLoan Parties of the Credit Documents, which shall each be have been obtained, or made, and are in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;. (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all All fees and expenses due and owing required to be paid under the Administrative Agent Credit Documents (including the Fee Letter as applicable) on or prior to the Closing Date have been received or will be received contemporaneously with Date, in each case to the extent invoiced at least one (1) Business Day prior to the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower;paid. (jf) evidence reasonably satisfactory At least five (5) days prior to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders each Agent and the Administrative Agent each Lender shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information about the Loan Parties required by bank regulatory authorities under applicable client onboarding procedures or “know your customer” and or anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) if the Borrower qualifies Act, as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification has been reasonably requested in relation writing at least 10 days prior to the BorrowerClosing Date.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be is subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred satisfaction (or such applicable conditions precedent have been waived by waiver in accordance with Section 8.01) of solely the Administrative Agent):following conditions: (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which The Effective Date shall each be in full force and effect;have occurred. (b) true On the Closing Date, (x) no Default is continuing or would result from the proposed Borrowing and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (cy) each of the representations and warranties of set forth in Section 4.01 (other than the Borrower, the Collateral Manager representations and the Equityholder contained warranties set forth in the Facility Documents shall be Section 4.01(f)) are true and correct as of the Closing Date in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date); (din all respects) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), . (ivc) that no Default or Event of Default has occurred All fees and is continuing, other amounts due and (v) as payable by the Borrower and its Subsidiaries to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statementsArranger, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and Loan Documents shall be subject paid, to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing extent invoiced at least one Business Day prior to the Administrative Agent Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower;. (jd) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the The Administrative Agent shall have received a the Notice of Borrowing in accordance with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test Section 2.02. The Administrative Agent shall be satisfied; (m) notify the Borrower shall have instructed all Obligors or, if applicable, and the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Lenders of the Closing DateDate as soon as practicable upon its occurrence, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” such notice shall be conclusive and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence This Agreement shall become effective on and as of the Closing Date first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01): ​ (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the obligation other Loan Documents signed on behalf of each Lender such party or (ii) written evidence reasonably satisfactory to make the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Since December 31, 2019, there shall not have occurred any Advance hereunder on event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) All fees due to the Administrative Agent, the Arrangers and the Lenders shall have been paid, and all expenses of the Administrative Agent and the Arrangers that are required to be paid or reimbursed by the Borrower and that have been invoiced at least three Business Days prior to the Closing Date shall have been so paid or reimbursed. (d) On the Closing Date, the following statements shall be subject to the conditions precedent that true and the Administrative Agent shall have received on or before a certificate of the Borrower, dated the Closing Date the followingDate, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):stating that: (ai) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each Each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Documents shall be Section 4.01 are true and correct as of the Closing Date in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier datein all respects); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder on and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), ; and (ivii) that no Default or Event of Default No event has occurred and is continuing, and (v) or shall occur as to a result of the incumbency and specimen signature occurrence of each of its Responsible Officers authorized to execute the Facility Documents to which it is Closing Date, that constitutes a party;Default. (e) proper financing statements, in acceptable form for filing The Administrative Agent shall have received on or before the Closing Date, under each dated on or about such date: (i) Certified copies of the UCC resolutions or similar authorizing documentation of the governing body of the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement; (ii) A certificate of the Secretary of State or an Assistant Secretary of the State Borrower certifying the names and true signatures of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order officers of the Borrower authorized to perfect the interests in the Collateral contemplated by sign this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order other documents to perfect the Collateral Agent’s first-priority security interest in the Collateral;be delivered by it hereunder; and (fiii) legal opinions (addressed to each of the Secured Parties) of (i) A favorable opinion letter from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent form agreed on or prior to the Closing Date Date. (f) The 2018 Credit Agreement shall have been received or will be received contemporaneously terminated in accordance with Section 8.15. (g) To the Closing Date; and extent requested by a Lender, delivery of executed promissory notes. (iih) To the reasonable and documented fees and expenses of counsel to extent requested by any Lender through the Administrative Agent and the Lenders, of counsel in writing at least 10 Business Days prior to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, provided the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation at least three Business Days prior to the BorrowerClosing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be conclusive and binding evidence of the occurrence thereof.

Conditions Precedent to Closing Date. The occurrence In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) As required by Agent to be executed as of the Closing Date Date, each Loan Document shall have been duly executed and delivered to Agent by each of the obligation of each Lender signatories thereto. (b) All filings or recordations necessary to make perfect the Agent’s Liens in the Collateral (other than any Advance hereunder on such filings to occur after the Closing Date in accordance with the terms hereof) shall be subject to the conditions precedent that the Administrative have been made, and Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 (c) Parent shall have consummated a Qualified IPO which results in gross proceeds to Parent of at least $90,000,000 and, in any event, in an amount sufficient to provide for the payment in full of all fees, costs and expenses incurred in respect of the Qualified IPO and the closing of this credit facility. (d) Agent shall have received a duly executed Deposit Account Control Agreement for each of Obligor’s Deposit Accounts (other than Excluded Accounts) in existence on or before the Closing Date Date, to the followingextent requested by the Agent. (e) Agent shall have received certificates, each in form and substance reasonably satisfactory to the Administrative Agentit, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by from a Responsible knowledgeable Senior Officer of Parent certifying on behalf of each Borrower that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of all Governmental Authorizations, Private Authorizations Default exists; and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (ciii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Documents shall be Section 9 are true and correct in all material respects as of the Closing Date (Date, except to the extent such representations and warranties expressly relate refer to any earlier a specified date, in which case such representations and warranties the same shall continue on the Closing Date to be true and correct as of such earlier date); the applicable specified date (d) one or more certificates of a Responsible Officer of each of the Borroweror, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent event such representations and warranties expressly relate to any earlier dateare qualified by materiality or Material Adverse Effect or language of similar import, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;). (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice certificate of Borrowing a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to such Advance demonstrating that immediately after this credit facility; and (iii) to the making title, name and signature of each Person authorized to sign the Loan Documents on behalf of such initial AdvanceObligor. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Borrowing Base Test Obligors and (ii) McAfee & ▇▇▇▇, Oklahoma counsel to the Obligors, in each case, in form and substance satisfactory to Agent in its Permitted Discretion. (h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (i) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2016. (k) Borrowers shall have paid all fees and expenses to be satisfied;paid to Agent and Lenders on the Closing Date to the extent invoiced at least one (1) Business Day prior thereto. ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 (l) The Existing PIK Notes shall have been, or shall simultaneously be, repaid, terminated or converted; provided that the amounts thereof payable in cash shall not exceed $13,000,000, and all other existing Debt for Borrowed Money of the Obligors shall have been paid in full. (m) Agent shall have received a Borrowing Base Report prepared as of January 31, 2018. Upon giving effect to the Qualified IPO referenced in Section 6.1(c), the calculation of (i) Availability, less (ii) an amount equal to all amounts due and owing to any of Borrowers’ trade creditors which are outstanding more than thirty (30) days after the original invoice date, shall be at least $50,000,000. The Agent shall notify the Borrower shall have instructed all Obligors or, if applicable, Agent and the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Lenders of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” such notice shall be conclusive and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on a Loan requested by the Closing Date Borrower in accordance with Section 3.01 shall be subject to the satisfaction, on or before November 30, 2021, of each of the following conditions precedent that the (or waiver thereof in accordance with Section 9.01): (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received on or before the Closing Date the following, each a Notice of Borrowing in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection accordance with the transactions contemplated by this Agreement and the other Facility Documents;Section 3.01(a). (c) each Confirmation that the Borrower has paid all accrued fees and expenses of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect (including, without limitation, amounts then payable under the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (fFee Letter) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters Lenders hereunder (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent to the extent then payable). (d) On the Closing Date the following statements shall be true (and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid acceptance by the Borrower; (j) evidence reasonably satisfactory to it Borrower of Loans shall constitute a representation and warranty by such Borrower that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; such statements are true): (ki) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower The representations and the Equityholder; warranties contained in Article V (lRepresentations and Warranties) with respect to are correct in all material respects (except any Advance to be made on the Closing Daterepresentations and warranties that are qualified by materiality, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test which shall be satisfied; (mtrue and correct in all respects) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance as of the Closing Date, (x) all documentation before and after giving effect to the making of the Loans and to the application of the proceeds therefrom, as though made on and as of such date, other information required than any such representations or warranties that, by bank regulatory authorities under applicable “know your customer” their terms, refer to a date other than the Closing Date, which are true and anti-money laundering rules and regulations, including the PATRIOT Act correct as of such earlier date; and (yii) if No event has occurred and is continuing, or would result from such Borrowing or issuance or from the Borrower qualifies as application of the proceeds therefrom, which constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerDefault.

Conditions Precedent to Closing Date. The occurrence of the Closing Date Date, and the obligation of each Lender the Issuing Bank to make issue any Advance hereunder on the Closing Date shall be LOC, is subject to the satisfaction (or waiver in accordance with Section 8.01) of the following conditions precedent that the precedent: (a) The Administrative Agent shall have received from each party hereto or thereto either (i) a counterpart of this Agreement and the Parent Guaranty signed on behalf of such party or before (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and the Parent Guaranty. (b) The Administrative Agent shall have received from the Company a signed certificate, dated as of the Closing Date and signed by a Responsible Officer of the followingCompany on behalf of the Company, certifying as to (i) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (ii) the absence of any Event of Default. (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Administrative Agent, including (i) certified copies of the resolutions (or comparable evidence of authority) of each Credit Party approving the transactions contemplated by the Loan Documents and (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign the Loan Documents and the other documents to be delivered hereunder. (d) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Banks and dated the Closing Date) of counsel to the Company covering the matters set forth in Exhibit C and of in-house counsel to the Parent Guarantor with regard to matters of French law, in each case in form and substance reasonably satisfactory to the Administrative Agent. Each of the Company and the Parent Guarantor hereby requests such counsel to deliver such opinion, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived which may be delivered by electronic transmission to the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection Agent with the transactions contemplated by this Agreement and the other Facility Documents; signed original(s) to follow within five (c5) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of days after the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Date. (e) proper financing statementsThe Administrative Agent shall have received evidence, in acceptable form for filing on the Closing Datereasonably satisfactory to it, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary Existing Facility has been terminated on or desirable in order prior to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;date hereof. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the The Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) received all fees and expenses other amounts due and owing to the Administrative Agent payable on or prior to the Closing Date have been received and, to the extent invoiced, reimbursement or will payment of all expenses required to be received contemporaneously with reimbursed or paid by any Applicant hereunder, including the Closing Date; and (ii) the reasonable and documented previously agreed fees and expenses disbursements of Moses & Singer LLP as special counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerIssuing Bank.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be is subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred satisfaction (or such applicable conditions precedent have been waived by waiver in accordance with Section 9.01) of the Administrative Agent):following conditions: (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which The Effective Date shall each be in full force and effect;have occurred. (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents The Certain Funds Representations shall be true and correct as of the Closing Date (or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects) when made or deemed to be made, except to the extent that such representations and warranties expressly relate Certain Funds Representations specifically refer to any an earlier date, in which case such representations and warranties they shall be true and correct (or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects) as of such earlier date);. (dc) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or No Certain Funds Event of Default has occurred and is continuingcontinuing or would result from the proposed Borrowings. (d) If the Acquisition has proceeded by way of a Scheme, and (v) as the Borrower shall have provided to the incumbency and specimen signature Administrative Agent: (i) a copy of each the Scheme Documents; (ii) a copy of its Responsible Officers authorized the Court Order; and (iii) evidence that the Court Order has been delivered to execute the Facility Documents to which it is a party;Companies House. (e) proper financing statementsIf the Acquisition has proceeded by way of an Offer, in acceptable form for filing on the Closing Date, under Borrower shall have provided to the UCC with the Secretary of State Administrative Agent: (i) a copy of the State Offer Press Release; (ii) a copy of Delaware and any other applicable filing office in any applicable jurisdiction the Offer Document; and (iii) a certificate of a Responsible Officer of the Borrower confirming that the Administrative Agent deems reasonably necessary conditions to the Offer have been satisfied or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;waived. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the The Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing provided to the Administrative Agent on or prior to copies of mandatory competition clearances in the Closing Date have been received or will be received contemporaneously with the Closing Date; and (iiKey Jurisdiction(s) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; Acquisition (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; where “Key Jurisdiction(s)” means (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (yi) if the Borrower qualifies as a “legal entity customer” under has requested the Beneficial Ownership RegulationEuropean Commission to review the Acquisition, a Beneficial Ownership Certification in relation the European Union, or (ii) if the Borrower has not requested the European Commission to review the Acquisition (or there is an objection by any of the United Kingdom, the Netherlands or Germany to the Borrower’s request for review), then each of the United Kingdom, the Netherlands and Germany).

Conditions Precedent to Closing Date. The occurrence In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) As required by Agent to be executed as of the Closing Date Date, each Loan Document shall have been duly executed and delivered to Agent by each of the obligation of each Lender signatories thereto. (b) All filings or recordations necessary to make perfect the Agent’s Liens in the Collateral (other than any Advance hereunder on such filings to occur after the Closing Date in accordance with the terms hereof) shall be subject to the conditions precedent that the Administrative have been made, and Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Parent shall have consummated a Qualified IPO which results in gross proceeds to Parent of at least $90,000,000 and, in any event, in an amount sufficient to provide for the payment in full of all fees, costs and expenses incurred in respect of the Qualified IPO and the closing of this credit facility. (d) Agent shall have received a duly executed Deposit Account Control Agreement for each of Obligor’s Deposit Accounts (other than Excluded Accounts) in existence on or before the Closing Date Date, to the followingextent requested by the Agent. (e) Agent shall have received certificates, each in form and substance reasonably satisfactory to the Administrative Agentit, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by from a Responsible knowledgeable Senior Officer of Parent certifying on behalf of each Borrower that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of all Governmental Authorizations, Private Authorizations Default exists; and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (ciii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Documents shall be Section 9 are true and correct in all material respects as of the Closing Date (Date, except to the extent such representations and warranties expressly relate refer to any earlier a specified date, in which case such representations and warranties the same shall continue on the Closing Date to be true and correct as of such earlier date); the applicable specified date (d) one or more certificates of a Responsible Officer of each of the Borroweror, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent event such representations and warranties expressly relate to any earlier dateare qualified by materiality or Material Adverse Effect or language of similar import, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;). (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice certificate of Borrowing a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to such Advance demonstrating that immediately after this credit facility; and (iii) to the making title, name and signature of each Person authorized to sign the Loan Documents on behalf of such initial AdvanceObligor. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Borrowing Base Test Obligors and (ii) McAfee & ▇▇▇▇, Oklahoma counsel to the Obligors, in each case, in form and substance satisfactory to Agent in its Permitted Discretion. (h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (i) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2016. (k) Borrowers shall have paid all fees and expenses to be satisfied;paid to Agent and Lenders on the Closing Date to the extent invoiced at least one (1) Business Day prior thereto. (l) The Existing PIK Notes shall have been, or shall simultaneously be, repaid, terminated or converted; provided that the amounts thereof payable in cash shall not exceed $13,000,000, and all other existing Debt for Borrowed Money of the Obligors shall have been paid in full. (m) Agent shall have received a Borrowing Base Report prepared as of January 31, 2018. Upon giving effect to the Qualified IPO referenced in Section 6.1(c), the calculation of (i) Availability, less (ii) an amount equal to all amounts due and owing to any of Borrowers’ trade creditors which are outstanding more than thirty (30) days after the original invoice date, shall be at least $50,000,000. The Agent shall notify the Borrower shall have instructed all Obligors or, if applicable, Agent and the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Lenders of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” such notice shall be conclusive and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a partyparty and (vi) a recent certificate of good standing relating to it; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the Custodian and of counsel to Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the applicable Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the applicable Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customercustomers” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence obligations of Certificate Trustee (through Administrative Agent) to make payment of the Equipment Cost to the applicable Seller on the Closing Date, the obligations of the Certificate Holders to Fund the related Certificate Amounts on the Closing Date and the obligation of each Lender the Lenders to make any Advance hereunder the related Funding of their Loans on the Closing Date are subject to each of the following conditions precedent (except that (i) the obligation of any such party shall not be subject to such party's own performance or compliance and (ii) the conditions precedent that specified below as being only for the Administrative Agent shall have received on benefit of a specified party or before the Closing Date the following, each in form and substance reasonably satisfactory parties need be fulfilled only to the Administrative Agentsatisfaction of, oror waived by, as applicable, the events set forth below shall have occurred (such party or such applicable conditions precedent have been waived by the Administrative Agentparties): (a) each Each of the Operative Documents to be executed and delivered on such date shall be satisfactory in form and substance to the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Documents (other than Lenders and the Collateral Administration and Agency Fee Letter) Agents, shall have been duly authorized, executed and delivered by the parties thereto, which shall each be in full force and effect;effect and executed counterparts of each shall have been delivered to the Administrative Agent or its designee (on behalf of the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Administrator) on or before such date and no event shall have occurred and be continuing that constitutes a Lease Default or a Lease Event of Default. (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental AuthorizationsOn such date, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained parties hereto referenced in the Facility Documents Section 3 shall be true and correct with the same effect as though made on and as of the Closing Date (such date, except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties shall be were true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder on and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) and the parties to this Agreement shall have received an Officer's Certificate dated such date from the Lessee, the Administrative Agent and the Certificate Trustee, certifying as to the foregoing with respect to itself and stating that no Default or Event of Default has occurred and is continuingcontinuing with respect to it. (c) The Lessee shall have caused (i) Financing Statements to have been filed in such places as any Participant or the Administrative Agent may reasonably request no later than five (5) Business Days prior to such date and (ii) all documents necessary to protect the Certificate Trustee's and the Administrative Agent's interest in the Aircraft delivered on such date to have been filed with the FAA. (d) The parties to this Agreement shall have received the favorable written opinion of each of (i) James Hopewell, Esq., Corporate Counsel for the Lessee, (ii) Baker & ▇▇▇▇▇▇▇▇, ▇▇▇▇ial counsel for the Lessee, (iii) Ray, Quinney & ▇▇▇eke▇, ▇▇▇▇▇el for the Certificate Trustee and Administra▇▇▇▇ ▇▇ent, ▇▇▇ (iv) Daugherty, Fowler, Peregrin & Haught, special FAA counsel, in each case in form and substance satis▇▇▇▇▇▇y to it. (e) The Administrative Agent, for the benefit of the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Agents, shall have received certificates of insurance in form and substance reasonably satisfactory to the Administrative Agent signed by the insurer or by an independent insurance broker evidencing insurance coverages required pursuant to Section 11 of the Lease with respect to the Aircraft delivered on such date. (f) The Lessee shall deliver or cause to be delivered to the Administrative Agent, for the benefit of the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Agents, the following, each, unless otherwise noted, dated such Closing Date and in form and substance satisfactory to them, (i) certified copies of its certificate of incorporation, together with a good standing certificate, from the State of Michigan, each dated a recent date prior to such Closing Date, (ii) copies of its articles of incorporation, by-laws and the resolution of its Board of Directors by which the Lessee has the authority to enter into the transactions contemplated hereby and to execute and deliver, and to perform its obligations under the Operative Documents to which it is or will be a party, certified as of the Closing Date by its corporate secretary or assistant secretary as being in full force and effect without modification or amendment, and (viii) as to the incumbency and specimen signature of each certificates of its Responsible Officers authorized to execute officers executing the Facility Operative Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;. (g) reserved;The Trust Company shall deliver or cause to be delivered to the Certificate Holders, the CP Lender, the Facility Lenders and the Agents the following, each unless otherwise noted dated the Closing Date and in form and substance satisfactory to them, (i) a certificate of good standing from the office of the Comptroller of the Currency dated a recent date prior to such Closing Date, (ii) a certified copy of its articles of association, by-laws and the resolution of its Board of Directors or applicable committee thereof approving and authorizing the execution, delivery and performance of the Operative Documents to which it is or will be a party, certified as of such Closing Date by an authorized officer as being in full force and effect without modification or amendment, and (iii) incumbency certificates of its officers executing the Operative Documents to which it is a party. (h) all The Administrative Agent shall deliver or cause to be delivered to the Certificate Holders, the CP Lender, the Facility Lenders and the Administrator the following, each unless otherwise noted dated the Closing Date and in form and substance satisfactory to them, (i) a certificate of good standing from the State of Nevada dated a recent date prior to such Closing Date, (ii) a certified copy of its articles of association, by-laws and the resolution of its Board of Directors or applicable committee thereof approving and authorizing the execution, delivery and performance of the Covered Accounts shall have been established Operative Documents to which it is or will be a party, certified as of such Closing Date by an authorized officer as being in full force and shall be subject effect without modification or amendment, and (iii) incumbency certificates of its officers executing the Operative Documents to the Account Control Agreement;which it is a party. (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to The Certificate Trustee, the Administrative Agent on or prior to Certificate Holders, the Closing Date have been received or will be received contemporaneously with CP Lender, the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent Facility Lenders and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, Agents shall have been paid by received the Borrower;Notice of Delivery required pursuant to Section 2.3(b). (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date Each Certificate Holder shall have been deposited into made available its respective portion of its Commitment in the Unfunded Reserve Account;amount specified in, and otherwise in accordance with, Section 2.2 and the CP Lender (or each of the Facility Lenders, as the case may be), shall have made available its respective Commitment in the amount specified in, and otherwise in accordance with, Section 2.2. (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing DateThe Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Administrative Agent shall have received a Notice the opinion of Borrowing the Appraiser with respect to the Aircraft to be delivered on such Advance demonstrating date, in form and substance satisfactory to all such parties. (l) The Administrative Agent shall have received evidence satisfactory to it that immediately after the making of Transaction Costs and all Fees due and payable on or prior to such initial Advance, the Borrowing Base Test shall be satisfied;date have been paid. (m) the Borrower There shall have instructed all Obligors orbeen duly issued and delivered by the Certificate Trustee to the CP Lender (or the Facility Lenders, if applicableas the case may be), against payment therefor, the administrative agents, on Notes and to the Collateral Assets (or, in the case of Participation InterestsCertificate Holders, the related seller of such Participation Interest) that all payments shall be made directly to Certificates, each dated the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; andClosing Date. (n) sufficiently in advance The Administrative Agent and the Lessee shall have received a certificate, from the Arranger dated the Closing Date with respect to offerees of the Closing Date, (x) all documentation Notes 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerCertificates.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the satisfaction or waiver of the following conditions precedent that the Administrative Agent shall have received on or before prior to the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Date: (a) each the Agreement shall not have been terminated in accordance with its terms; (b) the TSA Effective Date shall have occurred; (c) all governmental, regulatory and third party notifications, filings, waivers, authorizations, and consents necessary or required to be obtained by the Company for the consummation of any part of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties theretoTransaction shall have been made or received, which shall each be in full force and effect, shall not be subject to unfulfilled conditions or contingencies, and shall be reasonably acceptable to the Consenting Sponsor and the Requisite Consenting Creditors; (bd) true and complete copies certified by a Responsible Officer the execution of each of the Borrower of Definitive Documents, which, in each case, shall be in form and substance (i) Consistent in all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection Material Respects with the transactions contemplated Term Sheet; (ii) consistent with the terms of this Agreement; and (iii) with respect to any provisions not addressed by the Term Sheet or this Agreement Agreement, (A) in form and substance reasonably acceptable to the Company and the other Facility DocumentsConsenting Sponsor (subject to the Consenting Sponsor Consent Right) and (B) in form and substance acceptable to the Consenting Creditors it being agreed that the exhibits attached hereto are acceptable to the Parties; (ce) all conditions precedent to the effectiveness of each of the Definitive Documents shall have occurred; (f) no temporary restraining order, preliminary or permanent injunction, judgment or other order preventing the consummation of any part of the Transaction shall have been entered, issued, rendered or made by any party other than a Party, nor shall any proceeding seeking any of the foregoing by any party other than a Party be commenced or pending; nor shall there be any law, rule or regulation promulgated, enacted, entered, enforced or deemed applicable to the Company which makes the consummation of any part of the Transaction illegal, void or rescinded; (g) the representations and warranties of the Borrower, the Collateral Manager Company in this Agreement and the Equityholder contained in the Facility Documents each Definitive Document shall be true and correct in all material respects (without regard and without giving effect to any materiality or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty)) as of the Closing Date (except and the Company shall have delivered to the extent such representations Consenting Sponsor and warranties expressly relate to any earlier date, in which case such representations the Consenting Creditors a written and warranties shall be true and correct as signed certificate from a responsible executive officer of such earlier date)the Company confirming the same; (dh) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder Company shall have complied with its covenants and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving obligations under this Agreement and the other Facility Definitive Documents to which it is a party be performed prior to the Closing Date, and the transactions contemplated hereby Company shall have delivered to the Consenting Sponsor and thereby, (iii) that each of such Person’s representations the Consenting Creditors a written and warranties made by such Person in the Facility Documents to which it is signed certificate from a party are true and correct as responsible executive officer of the Closing Date (except to Company confirming the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a partysame; (ei) proper financing statementsthe Company shall have delivered to the Consenting Sponsor and the Consenting Creditors a written and signed certificate from a responsible executive officer of the Company confirming that, in acceptable form for filing subject to those conditions precedent that will be satisfied on the Closing Date, under all conditions precedent to the UCC with the Secretary of State occurrence of the State of Delaware and any other applicable filing office Closing Date set forth in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and the other Definitive Documents have been satisfied (or if any such further instruments and conditions precedent have not been satisfied, identifying such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateralunsatisfied conditions precedent); (fj) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) paid all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and out of pocket expenses of counsel the Ad Hoc Group Advisors in accordance with this Agreement, their respective fee letters or client engagement letters for which an invoice has been received by the Company on or before the date that is one (1) Business Day prior to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account;Date; and (k) a solvency certificate reasonably satisfactory to it from an authorized signatory the Consent Threshold shall have been satisfied. Any of the Borrower foregoing conditions may be waived only by the Consenting Sponsor, the Requisite Consenting Creditors, and the Equityholder; (l) with respect to any Advance to be made on the Closing DateCompany; provided, the Lenders and the Administrative Agent however, no Party shall have received the right to waive any condition where that Party’s action is required to satisfy a Notice condition, or whose act, or failure to act, gives rise to a breach or a failure of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (ora condition, in the case of Participation Interestseach case, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance as of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. 70- USActive 55502425.1255502425.13 The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation nonconsolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) [reserved;]; USActive 55502425.1255502425.13 (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the Custodian and of counsel to Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) Loans that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance Lender’s obligations hereunder on the Closing Date shall be subject to the satisfaction of the following conditions precedent that the Administrative Agent shall have received on or before the Closing Date the followingDate: (a) Lender shall have received evidence, each in form and substance reasonably satisfactory to Lender, that Lender has valid perfected and first priority security interests in and Liens upon the Administrative AgentCollateral, or, as applicable, subject only to the events set forth below shall have occurred (Liens permitted herein or such applicable conditions precedent have been waived by in the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; Financing Agreements; (b) true all requisite corporate action and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required proceedings in connection with the transactions contemplated by this Agreement and the other Facility Documents; Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (c) each no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender’s latest field examination and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have completed a field review of the Records and such other information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower, the results of which shall be satisfactory to Lender, within three (3) Business Days of the Closing Date; (e) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements and certificates of insurance policies and/or endorsements naming Lender as loss payee on credit insurance and property policies (but only with respect to losses of the Collateral); (f) Lender shall have received an opinion letter of Jones, Walker, Waechter, Poitevent, Carrere & ▇▇▇▇▇▇▇, L.L.P., special Louisiana counsel dated the Closing Date and addressed to Lender, in the form of Exhibit C hereto and the transactions contemplated hereby opinion of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, special Tennessee counsel to Borrower, dated the Closing Date and thereby, (iii) that each of such Person’s representations and warranties made by such Person addressed to Lender in the Facility Documents form attached hereto as Exhibit D; (g) Lender shall have received a certificate regarding the solvency of Borrower, in form and substance satisfactory to which it is a party are true Lender, executed by the president and correct the chief financial officer of Borrower; (h) the Excess Availability, as determined by Lender, as of the Closing Date (except shall be not less than $20,000,000 after giving effect to the extent such representations initial Revolving Loans made or to be made and warranties expressly relate the Letter of Credit Accommodations issued or to any earlier date, be issued in which case such representations connection with the initial transactions hereunder and warranties the use of proceeds thereof and the payment of all fees and expenses associated with this transaction; Page 40 (i) Lender shall be true and correct as of such earlier date), have received (ivi) that no Default on or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on before the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order a payoff letter to perfect the interests Lender in the Collateral contemplated by this Agreement form attached as Exhibit E from The Chase Manhattan Bank, stating, upon satisfaction of all Obligations to such lender, it shall duly authorize, execute and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrowerdeliver all releases, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral terminations and such other matters documents as Lender may request to evidence and effectuate the Administrative Agent termination by the existing lender to Borrower of its financing arrangements with Borrower and the termination and release by it, of any interest in and to any assets and properties of Borrower and each Obligor, including, but not limited to UCC termination statements for all UCC financing statements previously filed by it or its counsel shall reasonably request predecessors, as secured party and Borrower or any Obligor, as debtor and (ii) counsel prior to Lender making the Collateral Administratorinitial Revolving Loans and providing the initial Letter of Credit Accommodations, acknowledgement from The Chase Manhattan Bank, stating that all amounts owing by Borrower to The Chase Manhattan Bank, as set forth in the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject payoff letter referred to the Account Control Agreement; in clause (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date above have been received or will be received contemporaneously satisfied and it has released and terminated all financing arrangements and Liens with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the time, if any, before 5:00 p.m., New York City time, on August 24, 2015, that each of the following conditions has been satisfied (the date, if any, upon which such conditions are first satisfied is referred to herein as the “Closing Date”; if such conditions are not satisfied prior to 5:00 p.m., New York City time, on August 24, 2015, the Closing Date shall not occur and Lenders shall not be required to fund any Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder): (a) Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof; provided, however, that Borrowers shall not be required to deliver a Lien Waiver on the Closing Date for a location for which Agent has established a Rent and Charges Reserve. (b) The occurrence Agent shall have received the Intercreditor Agreement, executed and delivered by the Borrowers, the Guarantors, the Term Loan Agent and the Agent, and each party thereto shall be in compliance with all terms thereof. (c) The Collateral and Guarantee Requirement shall have been satisfied and Agent shall have received a completed Perfection Certificate dated as of the Closing Date and signed by an executive officer or Financial Officer of the obligation Parent Borrower, together with all attachments contemplated thereby, including the results of each Lender to make any Advance hereunder on a search of the Closing Date shall be subject Uniform Commercial Code (or equivalent) filings made with respect to the conditions precedent Obligors in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Administrative Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to UCC-3 financing statements or other release documentation delivered to Agent. (d) Agent shall have received on or before the Closing Date the followingduly executed agreements establishing and/or evidencing each Dominion Account and related lockbox and each Controlled Account, each in form and substance reasonably substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the Administrative Agentinitial Loans and transactions hereunder, or, as applicable, (i) no Default exists; (ii) the events representations and warranties set forth below in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have occurred received a certificate of a duly authorized officer of each Obligor, certifying (or i) that attached copies of such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Obligor’s Organic Documents (other than the Collateral Administration are true and Agency Fee Letter) duly executed complete, and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct without amendment except as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, shown; (ii) as that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement credit facility; and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations title, name and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers Person authorized to execute sign the Facility Documents to which Loan Documents. Agent may conclusively rely on this certificate until it is a party;otherwise notified by the applicable Obligor in writing. (eg) proper financing statementsAgent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as well as any local counsel to Obligors or Agent, in acceptable form for filing on and substance satisfactory to Agent. (h) Agent shall have received copies of the Closing Datecharter documents of each Obligor, under the UCC with certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of Delaware such Obligor’s jurisdiction of organization and any other applicable filing office in any applicable each jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement United States and Canada where such further instruments and such further actions that the Administrative Agent deems reasonably necessary Obligor’s conduct of business or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each ownership of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;Property necessitates qualification. (i) evidence Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, together with a loss payable endorsement naming Agent as loss payee and reasonably acceptable to Agent, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to it that Agent. No material adverse change in the financial condition of Obligors and their Subsidiaries, taken as a whole, or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2014. The capital structure of the Obligors shall be satisfactory to Agent. (ik) Borrowers shall have paid all fees and expenses due and owing to be paid to Agent and/or the Administrative Agent Lenders under the Loan Documents on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder;. (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied;Report as of the most recent month ending at least 15 days prior to the Closing Date. (m) Upon giving effect to the Borrower shall have instructed all Obligors orTransactions, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments Availability shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; andat least $50,000,000. (n) sufficiently in advance of The Agent and the Closing Date, (x) Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act Act. (o) Agent and Lenders (i) shall have received (A) the financial statements referred to in Section 9.1.4(a) and (yb), and (B) if projections of Borrowers’ consolidated balance sheets, results of operations, cash flow and Availability for the Borrower qualifies as a “legal entity customer” 2015 and 2016 Fiscal Years, quarter by quarter, all in form and substance satisfactory to Agent, and (ii) shall be reasonably satisfied that no material change has occurred with respect to the assumptions made in such projections from the date the same are delivered to Agent and Lenders; (p) Agent shall have received executed copies of the material Term Loan Documents, which shall be in form and substance satisfactory to Agent, shall be in full force and effect and all conditions to the extension of credit thereunder shall have been satisfied. (q) Agent shall have received evidence satisfactory to Agent that Borrowers have received (or will receive concurrently with the effectiveness of this Agreement), in immediately available funds, the proceeds of the Term Loan Debt in the amount of not less than $200,000,000, and that the proceeds thereof have been, or shall be on the Closing Date, used for the purposes described in the Term Loan Agreement. (r) Agent shall have received evidence satisfactory to Agent that the Term Loan Agent has received the originals of any pledged Collateral representing all of the issued and outstanding shares of the Equity Interests constituting Collateral and required to be delivered under the Beneficial Ownership RegulationLoan Documents, a Beneficial Ownership Certification in relation each case together with stock powers (or the equivalent) duly executed in blank with respect thereto. (s) The terms of the Spin-Off Documentation shall be reasonably satisfactory to the Agent and the Spin-Off shall have been consummated (or shall be consummated substantially simultaneously with the initial funding of Term Loan Debt on the Closing Date) in accordance with Applicable Law and the Spin-Off Documentation (without giving effect to any modification or waiver of any provision of, or any consent given in respect of, the Spin-Off Documentation not approved by the Agent). (t) Agent shall have received a letter, in form and substance satisfactory to Agent, from JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent under the Existing Credit Facility (“Existing Agent”) to Agent confirming that the Obligors and their Subsidiaries are released from all obligations under the Existing Credit Facility and providing a release of all of the Liens existing in favor of Existing Agent in and to the assets of the applicable Obligors and their Subsidiaries, together with termination statements and other documentation evidencing the termination by Existing Agent of its Liens in and to the properties and assets of the applicable Obligors and their Subsidiaries. (u) Agent shall have received a supplement to Schedule 9.1.13 setting forth a description of all material insurance policies maintained by or on behalf of the Parent Borrower and the Subsidiaries as of the Closing Date, and to the extent deemed appropriate by Parent Borrower, supplements to Schedules 9.1.5, 9.1.12 and 10.2.1 reflecting any and all changes in the names of the Subsidiaries of the Borrowers referred to therein made in connection with the Spin-Off to the extent necessary to make such schedules true, correct and complete on the Closing Date, in each case in form and substance reasonably acceptable to Agent. Unless Agent shall advise the Parent Borrower in writing that any such proposed supplements are not reasonably acceptable to Agent, Schedules 9.1.5, 9.1.12, 9.1.13, and/or 10.2.1 shall be deemed to be automatically amended on the Closing Date to reflect any applicable supplement to such Schedules delivered pursuant to this clause without the necessity of any further action.

Conditions Precedent to Closing Date. The occurrence Occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be is subject to the Commitment Effective Date having occurred, and to the satisfaction of the following conditions precedent that (unless the Administrative Agent Requisite Lenders, in their sole and absolute discretion, shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agentagree otherwise): (a) each of the Facility Documents conditions to Closing as set forth in Section 4.2 of the Credit Agreement as in effect on the date hereof shall have been satisfied and each of the conditions to Offer Borrowings as set forth in Section 4.3 of the Credit Agreement as in effect on the date hereof shall have been satisfied (other than which such Sections are hereby incorporated by reference MUTATIS MUTANDIS as if set forth herein in its entirety); (b) the Collateral Administration and Agency Fee Letter) duly executed and delivered by Credit Agreement as in effect on the parties thereto, which date hereof shall each be in full force and effect; (b) true effect and complete copies certified by a Responsible Officer Loans in the full amount of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required commitments thereunder in connection with effect on the transactions contemplated by this Agreement and the other Facility Documentsdate hereof shall be available for borrowing; (c) each of all fees and other amounts then due and payable to the representations and warranties of Lenders under the Borrower, the Collateral Manager and the Equityholder contained in the Facility Loan Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, have been paid in which case such representations and warranties shall be true and correct as of such earlier date)full; (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier daterequested, Notes shall have been executed by the Company in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature favor of each of its Responsible Officers authorized Lender, each in a principal amount equal to execute the Facility Documents to which it is a partythat Lender's Commitment; (e) proper financing statementsthe Subsidiary Guaranty shall have been duly executed and delivered to the Lenders by each of Lincoln Electric International Holding Company, in acceptable form for filing on the Closing DateLincoln Electric Company, under the UCC with the Secretary of State of the State of Delaware Lincoln Global, Inc. and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the CollateralHarr▇▇ ▇▇▇orific, Inc.; (f) legal opinions (addressed to each notice of the Secured Parties) of (i) counsel borrowing shall have been given to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers Lenders pursuant to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;Section 2.2 hereof; and (g) reserved; (h) all no Event of Default pursuant to Sections 8.6, 8.7, 8.9 or 8.12 of the Covered Accounts Credit Agreement as in effect on the date hereof shall have been established occurred and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator continuing in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and Target or the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerCompany.

Conditions Precedent to Closing Date. The occurrence effectiveness of this Agreement is subject to each of the Closing Date following conditions precedent and no Loan shall be made hereunder unless each of the following is satisfied (as reasonably determined by the Bank) or waived by the Bank: (a) The Borrower will have duly executed and delivered or caused to have been delivered each of the following: (1) This Agreement and the obligation other Loan Documents, together with all Exhibits and Schedules thereto; (2) The Note; (3) Opinion letter(s) of each Lender to make any Advance hereunder on the Closing Date shall be subject counsel to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance Borrower reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred Bank; (or such applicable conditions precedent have been waived by the Administrative Agent): 4) (a) each copies of the Facility Documents (other than the Collateral Administration Operative Documents, and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer copy of the Borrower Borrower’s resolutions adopted authorizing the execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Loan Documents; (c5) each The certificate of the representations and warranties of incorporation for the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be certified as true and correct as of by the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)applicable regulatory authority; (d6) one A good standing certificate (or more certificates of a Responsible Officer of each of comparable certificate) from the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by organization for the Borrower; (j7) evidence A Closing Certificate in form reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve AccountBank; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder8) A Borrowing Base Certificate; (l9) with respect For each Investor, its duly executed and delivered Subscription Agreement and, to any Advance to be made on the Closing Dateextent applicable, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfiedSide Letter; (m10) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all All documentation and other information required by bank regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including AML Legislation, the PATRIOT Act and OFAC; (y11) if A copy of each of the Advisory Agreement, the Administration Agreement, and the License Agreement; and (12) Such other information and documents as may reasonably be required by the Bank and its counsel. In addition, the Bank shall have completed to its reasonable satisfaction its due diligence review of the Borrower qualifies and its management, controlling owners, systems and operations. (b) The following shall have occurred: (1) The Bank shall have received copies of UCC search reports dated such a date as a “legal entity customer” is reasonably satisfactory to the Bank, listing all effective financing statements filed against the Borrower with copies of such financing statements. (2) The Bank shall have received all fees and expenses due and owing to Bank under this Agreement and the Beneficial Ownership Regulationother Loan Documents prior to the date hereof and, a Beneficial Ownership Certification to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder, including the fees and disbursements invoiced through the date hereof of the Bank’s special counsel, ▇▇▇▇▇ ▇▇▇▇▇ LLP. (3) The representations and warranties set forth in relation Section 7 of this Agreement and each other Loan Document shall be true and correct as of the date hereof. (c) The following shall not have occurred: (1) Any material adverse change in the Bank’s understanding of the facts and information presented to it, or any material litigation or claims shall have been filed with respect to the Borrower; (2) Any Material Adverse Effect; or (3) Any Event of Default.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to occur on the date that each of the following conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred been satisfied (or such applicable conditions precedent have been waived by the Administrative Agentin accordance with Section 9.05): (a) receipt by the Agent of counterparts hereof signed by each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets hereto (or, in the case of Participation Interestsany party as to which an executed counterpart shall not have been received, receipt by the related seller Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such Participation Interestparty of execution of a counterpart hereof by such party); (b) receipt by the Agent of a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, certifying that all payments (i) immediately before and after the Closing Date, no Default shall have occurred and be continuing and (ii) the representations and warranties of the Company contained in this Agreement shall be made directly to the Collection Account true on and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance as of the Closing Date; (c) receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (xd) receipt by the Agent of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act Patriot Act; (e) receipt by the Agent and the Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Commitment Letter or the Fee Letters, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; and (f) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request and (yii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationan opinion of Skadden, a Beneficial Ownership Certification in relation Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the BorrowerCompany, covering such matters as the Agent may reasonably request. The Agent shall promptly notify the Company, the Lenders and the Issuing Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender conditions precedent to make any Advance hereunder closing on the Closing Date shall be subject the execution, where applicable, and delivery to the conditions precedent that Agent of the Administrative Agent shall have received on or before items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date the followingand, with sufficient copies for each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Lender: (a) From each Borrower: (i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Bank and the Lenders; (ii) Notes properly executed by the Borrowers to the Lenders, respectively; and (iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank. (b) from each Borrower a ratification of all prior liens and security interests granted in the below named documents in a form satisfactory to Agent (the “Ratification Agreements”) or, if any Borrower has not previously executed same, executed originals of the following: (i) the Security Agreement; (ii) the Escrow and Security Agreement; (iii) the GM Borrower Guaranty; and (iv) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) which, if required by this Agreement, shall be duly executed and delivered by the parties thereto, which shall each be in full force and effect;. (bc) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies certified of its constituent documents, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by a Responsible Officer its Board of Directors, members or partners authorizing the Borrower execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the BorrowerAgreement, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Notes and/or Loan Documents to which it is a party party, and the transactions contemplated hereby that such resolutions have not been modified, rescinded or amended and thereby, (iii) that each of such Person’s representations are in full force and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingeffect, and (vC) as to the incumbency and specimen signature of each officer of its Responsible Officers authorized to execute each Borrower executing this Agreement, the Facility Notes, any of the Loan Documents to which it is or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request. (d) from each Borrower a party;certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default. (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in Letter duly executed by the Collateral;Company. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Floor Plan Agent’s security interest in Letter duly executed by the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;Company. (g) reserved;an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent. (h) all of an Administrative Questionnaire completed by each Lender and, if required, the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;tax forms set forth in Section 5.14. (i) evidence an intercreditor agreement, reasonably satisfactory to it the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness. (j) evidence that (i) all the fees and expenses due disbursements required to be paid by the Company pursuant to Section 5.4 and owing to the Administrative Agent Section 13.4 on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account;paid. (k) a solvency certificate reasonably satisfactory evidence that all UCC-1 filings and other Liens that are not permitted pursuant to it from an authorized signatory this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Borrower Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and the Equityholder;its counsel. (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice evidence of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied;insurance required by Section 9.3. (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification defined in relation to the BorrowerSection 13.15).

Conditions Precedent to Closing Date. The occurrence In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) As required by Agent to be executed as of the Closing Date Date, each Loan Document shall have been duly executed and delivered to Agent by each of the obligation of each Lender signatories thereto. (b) All filings or recordations necessary to make perfect the Agent’s Liens in the Collateral (other than any Advance hereunder on such filings to occur after the Closing Date in accordance with the terms hereof) shall be subject to the conditions precedent that the Administrative have been made, and Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Parent shall have consummated a Qualified IPO which results in gross proceeds to Parent of at least $110,000,000 and, in any event, in an amount sufficient to provide for (x) the payment in full of all existing Debt for Borrowed Money of Obligors and (ii) the payment in full of all fees, costs and expenses incurred in respect of the Qualified IPO and the closing of this credit facility. (d) Agent shall have received a duly executed Deposit Account Control Agreement for each of Obligor’s Deposit Accounts (other than Excluded Accounts) in existence on or before the Closing Date Date, to the followingextent requested by the Agent. (e) Agent shall have received certificates, each in form and substance reasonably satisfactory to the Administrative Agentit, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by from a Responsible knowledgeable Senior Officer of Parent certifying on behalf of each Borrower that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; Default exists; (ciii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Documents shall be Section 9 are true and correct in all material respects as of the Closing Date (Date, except to the extent such representations and warranties expressly relate refer to any earlier a specified date, in which case such representations and warranties the same shall continue on the Closing Date to be true and correct as of such earlier date); the applicable specified date (d) one or more certificates of a Responsible Officer of each of the Borroweror, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent event such representations and warranties expressly relate to any earlier dateare qualified by materiality or Material Adverse Effect or language of similar import, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;). (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice certificate of Borrowing a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to such Advance demonstrating that immediately after this credit facility; and (iii) to the making title, name and signature of each Person authorized to sign the Loan Documents on behalf of such initial AdvanceObligor. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Borrowing Base Test Obligors and (ii) McAfee & ▇▇▇▇, Oklahoma counsel to the Obligors, in each case, in form and substance satisfactory to Agent in its Permitted Discretion. (h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (i) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2016. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date to the extent invoiced at least one (1) Business Day prior thereto. (l) After giving effect to the transactions contemplated hereby (including the Qualified IPO), there shall be satisfied;no Revolver Loan outstanding. (m) Agent shall have received a Borrowing Base Report as of [ ], 2018. Upon giving effect to the Qualified IPO referenced in Section 6.1(c) and repayment of all accounts payable of Borrowers unpaid for more than thirty (30) days after the original invoice date, Availability shall be at least $50,000,000. The Agent shall notify the Borrower shall have instructed all Obligors or, if applicable, Agent and the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Lenders of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” such notice shall be conclusive and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each No Lender to make any Advance hereunder shall be required or obligated on the Closing Date to make any Advance, and no Issuing Bank shall be subject required or obligated to make L/C Credit Extensions, in each case until the first Business Day on which the following conditions precedent have been satisfied (or waived, as evidenced by an "effective date" notice to the conditions precedent that Borrower from each Issuing Bank and the Administrative Agent shall have received Agent), as determined by each Lender and each such Issuing Bank (provided that if the Closing Date does not occur on or before May 31, 2006, the Closing Date Commitments of the Lender Parties shall terminate on such date): (a) The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) (unless otherwise specified), each properly executed by a Responsible Officer of the Borrower, each dated the date of the Initial Borrowing (the "Closing Date") (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender Parties (unless otherwise specified) and in sufficient copies for each Agent and the Borrower (unless otherwise specified): (i) five (5) executed counterparts of this Agreement; (ii) to the extent requested, duly executed Notes of the Borrower for the account of each Lender that has so requested complying with the provisions of Section 2.14; (iii) a security agreement in substantially the form of Exhibit D hereto (the "Security Agreement"), duly executed by the Borrower, together with: (A) proper financing statements, duly completed for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or reasonably desirable in order to perfect and protect the liens and security interests created under the Collateral Documents in favor of the Secured Parties, covering the Collateral described in the Collateral Documents; (B) results of lien searches, dated on or no earlier than 45 days before the Closing Date, for existing financing statements filed in the jurisdictions referred to in Section 3.01(a)(iii)(A) that name the Borrower as debtor, together with copies of all such financing statements; and (C) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens and security interests in favor of the Secured Parties created under the Security Agreement and the Account Control Agreements (both before and after giving effect to the Closing Date Transactions), other than the Other Perfection Requirements, has been taken; (iv) an amendment to each Amended and Restated Mortgage (in recordable form and otherwise in form and substance satisfactory to the Administrative Agent, or, as applicable) (collectively, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) "Amendments"), duly executed and delivered by the parties theretoBorrower, which shall each be so as to create or ensure the continued effectiveness of the Liens created thereby, all as determined by the Administrative Agent and its counsel, together with: (A) confirmation from Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent recording the Amendments that duly executed counterparts of such Amendments that are sufficient for recording in full force all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create or continue valid and effectsubsisting Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties have been delivered to Chicago Title Insurance Company or such other title insurer, and evidence reasonably satisfactory to the Administrative Agent that all filing and recording taxes and fees have been paid; (bB) a fully paid "date down" endorsement to each Mortgage Policy for the properties encumbered by the Amended and Restated Mortgages, as amended by the Amendments, in form and substance acceptable to the Administrative Agent, dated the Closing Date and issued by Chicago Title Insurance Company, which (1) states, among other things, that since the effective date of the applicable Mortgage Policy, there have been no changes in the state of title, including no new Liens that do not constitute Permitted Encumbrances (as defined in the applicable Amended and Restated Mortgage, as amended by the Amendment thereto) and (2) shall reduce the liability amounts under the Mortgage Policies to an amount equal to $500,000,000 in the aggregate, which amount shall be allocated among the Mortgage Policies as determined by the Administrative Agent. (C) at the Administrative Agent's option, affidavits of the Borrower, dated as of the Closing Date, certifying to the Administrative Agent, the Collateral Agent, the Lender Parties and the title insurance company recording the Amendments that there have been no changes, replacements or additions to the improvements on the properties described in the Amended and Restated Mortgages as amended by the Amendments, which encroach upon the property or rights of others, which violate any setback or other zoning requirements or which violate any agreements of the Borrower, and otherwise in form and substance satisfactory to the Administrative Agent; and (D) evidence that all action (including payment by the Borrower of all title search expenses, title insurance premiums, recording fees, mortgage recording taxes and like taxes) that the Administrative Agent may deem necessary or desirable in order to preserve, perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Borrower under the Financing Documents have been taken; (v) a Deposit Account Control Agreement in substantially the form of Exhibit H hereto (as amended, the "PNC Control Agreement"), duly executed by the Borrower and PNC Bank, National Association; (vi) certified copies of resolutions of the board of directors of the Borrower approving the Transactions and the execution, delivery and performance of each Financing Document to which the Borrower 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 and each Financing Document to which the Borrower is or is to be a party; (vii) copies of a certificate of the Secretary of State of Delaware, certifying (A) as to a true and complete correct copy of the certificate of formation of the Borrower and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary's office, (2) the Borrower has paid all franchise taxes to the date of such certificate and (3) the Borrower is duly formed and in good standing or presently subsisting under the laws of the State of Delaware; (viii) copies certified of a certificate of the Secretary of State of each jurisdiction (other than the jurisdiction of its formation) set forth in Schedule 3.01(a) which shall be each jurisdiction where the Borrower conducts a material portion of its business stating that the Borrower is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (ix) a certificate signed on behalf of the Borrower by its secretary or any assistant secretary (the statements made in which certificate shall be true on and as of the Closing Date), certifying (A) as to a true and correct copy of the Constituent Documents of the Borrower as of the Closing Date and each amendment to its Constituent Documents, if any, from the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted to the Closing Date, (B) the absence of any proceeding for the dissolution or liquidation of the Borrower and (C) the names and true signatures of the officers of the Borrower authorized to sign each Financing Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (x) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent on a consolidated basis for each fiscal quarter commencing with the fiscal quarter ending March 31, 2006 through the fiscal quarter ending December 31, 2010; (xi) legal opinions of appropriate counsel for the Borrower, as to such matters as any Lender may reasonably request; (xii) a legal opinion of Shearman & Sterling LLP, counsel to the Administrative Agent, as to such matters as the Administrative Agent may reasonably request; (xiii) certificates signed by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with to the transactions contemplated by this Agreement and the other Facility Documents; effect that (cA) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be Article IV are true and correct on and as of the Closing Date (except to the extent such representations as though made on and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates date both immediately before and immediately after giving effect to the consummation of a Responsible Officer of each that portion of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of Transactions being effected on the Closing Date (except to the extent such representations "Closing Date Transactions"); and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (ivB) that no Default or Event of Default has occurred and is continuing, and (v) as to continuing or would result from the incumbency and specimen signature Initial Borrowing or would result from the consummation of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Closing Date Transactions; and (exiv) proper financing statementsaudited Consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending December 31, 2005. (b) All Governmental Approvals and third party consents and approvals necessary in acceptable form for filing on the Closing Date, under the UCC connection with the Secretary of State of the State of Delaware Transactions shall have been obtained and any other applicable filing office be in any applicable jurisdiction that full force and effect; and the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) received evidence reasonably satisfactory to it that the foregoing have been accomplished. (ic) all fees Except for Disclosed Matters as of the date hereof, since December 31, 2005, there shall not have occurred any Material Adverse Change. (d) All required stamp duties, registration fees, filing costs and expenses due other charges in connection with the execution, delivery, filing, recording, perfection, priority or admissibility in evidence of the Financing Documents, and owing the security interests purported to be granted by the Administrative Agent Financing Documents, required to be paid on or prior to the Closing Date shall have been received paid in full or will be received contemporaneously an appropriate exemption therefrom shall have been obtained. (e) All Taxes (i) due and payable on or prior to the Closing Date in connection with the Closing Date; execution, delivery, filing, recording or admissibility in evidence of the Financing Documents or to ensure the legality, validity, enforceability, perfection or admissibility in evidence of the Financing Documents and (ii) the reasonable due and documented fees and expenses of counsel payable on or prior to the Administrative Agent and Closing Date by the Lenders, Borrower or any of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator its Subsidiaries in connection with the consummation of the transactions contemplated herebyby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Dateperformance of, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (orFinancing Documents shall, in the case of Participation Interestsclauses (i) and (ii) of this Section 3.01(f), have been duly paid in full. (f) The Borrower shall have paid all accrued fees of the Agents, the related seller Lender Parties and the Arranger Parties and all accrued expenses of such Participation Interest) that all payments shall be made directly the Agents to the Collection Account and all Collections received by the Borrower or its Affiliates with respect extent invoiced at least three Business Days prior to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. This Agreement shall become effective and the Revolving Commitments shall be available on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The occurrence Administrative Agent (or its counsel) shall have received from STERIS Corporation, STERIS plc and each other Closing Date Party and each Lender either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed such a counterpart. (b) All fees and other amounts that are required to be reimbursed or paid and are then due and payable by any of the Borrowers to the Administrative Agent, each Joint Lead Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date and to the obligation of each Lender extent such amounts are payable on or prior to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Date. (c) The Administrative Agent (or its counsel) shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Date: (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its Certified copies of the resolutions or similar authorizing documentation of the governing bodies of STERIS Corporation, STERIS plc and each other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by Closing Date Party authorizing such Person in to enter into and perform its obligations under the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Loan Documents to which it is a party; (eii) proper financing statements, in acceptable form for filing on A good standing certificate or similar certificate dated a date reasonably close to the Closing DateDate from the jurisdiction of formation of STERIS Corporation, STERIS plc and each other Closing Date Party, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS plc or any Closing Date Party that is an entity organized under the UCC with laws of England and Wales); (iii) A customary certificate of STERIS Corporation, STERIS plc and each other Closing Date Party certifying the Secretary of State names and true signatures of the State officers and/or directors of Delaware STERIS Corporation, STERIS plc and any each other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order Closing Date Party authorized to perfect the interests in the Collateral contemplated by sign this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order other documents to perfect the Collateral Agent’s first-priority security interest be delivered hereunder and, in the Collateral;case of STERIS plc, to the satisfaction of the conditions set forth in Section 3.01(h) and (i); and (fiv) legal opinions (addressed to each of the Secured Parties) A favorable opinion letter of (iA) the General Counsel of STERIS Corporation and (B) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and other legal counsel to the Borrower, the Collateral Manager STERIS Corporation and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such each other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence Closing Date Party reasonably satisfactory to it that (i) all fees the Administrative Agent, in each case in form and expenses due and owing substance consistent with those delivered under the Existing Credit Agreement or, as applicable such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS Corporation, STERIS plc and each Closing Date Party). (d) [Reserved]. (e) The Administrative Agent shall have received, on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel , so long as requested no less than ten Business Days prior to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 Patriot Act, in each case relating to STERIS Corporation, STERIS plc and each other Closing Date Party. (yf) if Substantially contemporaneously therewith, the Borrower qualifies Existing Credit Agreement shall be terminated in full and all outstanding obligations thereunder shall be repaid in full (other than contingent obligations not then due). (g) To the extent Advances are being made on the Closing Date, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as a “legal entity customer” under the Beneficial Ownership Regulationto materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of such date, a Beneficial Ownership Certification in relation except to the Borrowerextent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date. (i) No Default has occurred and is continuing. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date in writing promptly upon the conditions precedent in this Section 3.01 being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender conditions precedent to make any Advance hereunder closing on the Closing Date shall be subject the execution, where applicable, and delivery to the conditions precedent that Agent of the Administrative Agent shall have received on or before items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date the followingand, with sufficient copies for each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Lender: (a) From each Borrower: (i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Bank and the Lenders; (ii) Notes properly executed by the Borrowers to the Lenders, respectively; and (iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank. (b) from each Borrower a ratification of all prior liens and security interests granted in the below named documents in a form satisfactory to Agent (the “Ratification Agreements”) or, if any Borrower has not previously executed same, executed originals of the following: (i) the Security Agreement; (ii) the Escrow and Security Agreement; (iii) the GM Borrower Guaranty; and (iv) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) which, if required by this Agreement, shall be duly executed and delivered by the parties thereto, which shall each be in full force and effect;. (bc) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies certified of its constituent documents, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by a Responsible Officer its Board of Directors, members or partners authorizing the Borrower execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the BorrowerAgreement, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Notes and/or Loan Documents to which it is a party party, and the transactions contemplated hereby that such resolutions have not been modified, rescinded or amended and thereby, (iii) that each of such Person’s representations are in full force and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingeffect, and (vC) as to the incumbency and specimen signature of each officer of its Responsible Officers authorized to execute each Borrower executing this Agreement, the Facility Notes, any of the Loan Documents to which it is or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request. (d) from each Borrower a party;certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default. (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in Letter duly executed by the Collateral;Company. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Floor Plan Agent’s security interest in Letter duly executed by the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;Company. (g) reserved;an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent. (h) all of an Administrative Questionnaire completed by each Lender and, if required, the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;tax forms set forth in Section 5.14. (i) evidence an intercreditor agreement, reasonably satisfactory to it the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness. (j) evidence that (i) all the fees and expenses due disbursements required to be paid by the Company pursuant to Section 5.4 and owing to the Administrative Agent Section 13.4 on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account;paid. (k) a solvency certificate reasonably satisfactory evidence that all UCC-1 filings and other Liens that are not permitted pursuant to it from an authorized signatory this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Borrower Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and the Equityholder;its counsel. (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice evidence of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied;insurance required by Section 9.3. (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerAct.

Conditions Precedent to Closing Date. The occurrence of the Closing Date This Agreement and the obligation obligations of each Lender to make any its initial Advance and of each Issuing Bank to issue its initial Letter of Credit hereunder shall not become effective until the date on which each of the Closing Date shall be subject to the following conditions precedent that is satisfied, or waived in accordance with Section 9.01: (a) This Agreement shall have been executed by the Administrative Agent and the London Agent, and the Administrative Agent shall have received from ▇▇▇▇▇ ▇▇▇▇▇, the Parent Borrower and each Initial Lender either (i) a counterpart of this Agreement signed on behalf of such party or before the Closing Date the following, each in form and substance reasonably (ii) evidence satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred Agent (or which may include a facsimile transmission) that such applicable conditions precedent have been waived by the Administrative Agent): (a) each party has signed a counterpart of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect;this Agreement. (b) true and complete copies certified The Holdco Guaranty Agreement shall have been executed by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement ▇▇▇▇▇ ▇▇▇▇▇ and the other Facility Documents;Administrative Agent. (c) each of the representations and warranties of the Borrower, the Collateral Manager The Agents and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts Lenders shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) received payment in full in cash of all fees and expenses due and owing to them pursuant to the Administrative Agent Commitment Letter, the JPM Fee Letter or the CoBank Fee Letter on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (orand, in the case of Participation Interestsexpenses, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect extent invoiced at least one day prior to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, . (xd) The Lenders shall have received all documentation and other information required by bank regulatory authorities with respect to the Borrowers and ▇▇▇▇▇ ▇▇▇▇▇ under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act Patriot Act. (e) On the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of ▇▇▇▇▇ ▇▇▇▇▇, dated the Closing Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Closing Date, and (ii) no event has occurred and is continuing on and as of the Closing Date that constitutes a Default or Event of Default. (f) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of each of ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower approving this Agreement and, in the case of ▇▇▇▇▇ ▇▇▇▇▇, the Holdco Guaranty Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Holdco Guaranty Agreement. (ii) Certificates of the Secretary or an Assistant Secretary of each of ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower certifying the names and true signatures of the officers thereof authorized to sign this Agreement and, in the case of ▇▇▇▇▇ ▇▇▇▇▇, the Holdco Guaranty Agreement and certifying as to the organizational documents, the resolutions and the good standing of ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower and other customary matters. (iii) Opinions of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel to ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower, and (yB) if internal counsel for ▇▇▇▇▇ ▇▇▇▇▇, in each case reasonably satisfactory to the Administrative Agent. (g) The Merger Transactions shall have been (or substantially concurrently with the occurrence of the Closing Date shall be) consummated, in each case pursuant to and on the terms set forth in the Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to the Merger Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers. The Parent Borrower qualifies shall be a wholly-owned Subsidiary of ▇▇▇▇▇ ▇▇▇▇▇. (a) All amounts under (i) the Five-Year Revolving Credit Agreement dated as of May 29, 2014, among Kraft Foods Group, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as administrative agents, the lenders party thereto and the other parties thereto, (ii) the Credit Agreement dated as of June 7, 2013, among ▇. ▇. ▇▇▇▇▇ Company, ▇.▇. ▇▇▇▇▇ Corporation II, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto and (iii) 4.25% Second Lien Secured Notes due in 2020, issued under the Indenture, dated as of April 1, 2013, among ▇. ▇. ▇▇▇▇▇ Company, as the issuer, ▇.▇. ▇▇▇▇▇ Corporation II, as a guarantor, the other guarantors party thereto from time to time, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee and collateral agent, in each case shall have been (or substantially concurrently with the occurrence of the Closing Date shall be) repaid and all commitments thereunder and guarantees and Liens created in connection therewith shall have been (or substantially concurrently with the occurrence of the Closing Date shall be) terminated and released, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it (the transactions set forth in this clause (h), collectively, the “legal entity customer” under Refinancing”). The Administrative Agent shall notify ▇▇▇▇▇ ▇▇▇▇▇, the Beneficial Ownership RegulationParent Borrower and the Lenders of the date which is the Closing Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, a Beneficial Ownership Certification in relation each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Parent Borrower, by notice to the Lenders, designates as the proposed Closing Date, specifying its objection thereto. Notwithstanding the foregoing, the obligations of the Lenders to make Advances and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied or waived at or prior to 5:00 p.m., New York City time, on July 6, 2015 (and, in the event such conditions shall not have been so satisfied or waived, the Commitments shall terminate at such time).

Conditions Precedent to Closing Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Since December 31, 2013, there shall not have occurred any event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) All fees due to the Administrative Agent, the Arrangers and the Lenders shall have been paid, and all expenses of the Administrative Agent and the Arrangers that are required to be paid or reimbursed by the Borrower and that have been invoiced at least two Business Days prior to the Closing Date shall have been so paid or reimbursed. (d) On the Closing Date, the following statements shall be true and the Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects (or in the case of any representation or warranty that by its terms is qualified by materiality, true and correct) on and as of the Closing Date; and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent Date, that the constitutes a Default. (e) The Administrative Agent shall have received on or before the Closing Date the followingDate, each dated on or about such date: (i) Certified copies of the Resolutions, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement; (ii) A certificate of the 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 and the other documents to be delivered by it hereunder; and (iii) A favorable opinion letter from ▇▇▇▇▇ ▇▇▇▇▇ LLP in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict The 2012 Credit Agreement shall have been terminated in accordance with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;Section 8.15. (g) reserved;To the extent requested by a Lender, delivery of executed promissory notes. (h) all of To the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to extent requested by any Lender through the Administrative Agent on or in writing at least 10 Business Days prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, provided the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationPatriot Act, a Beneficial Ownership Certification in relation at least five Business Days prior to the BorrowerClosing Date.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender Bank to make any Advance hereunder its Term Loan on the Closing Date shall be is subject to the following conditions precedent that the Administrative precedent: (a) The Agent shall have received on or before a certificate from the Closing Date chief financial officer of the following, each Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent. It is understood and agreed that the solvency certificate in the form attached hereto on Exhibit 3.02(a) shall be deemed to be in form satisfactory to the Agent. (b) All governmental and third party consents and all equityholder and board of directors (or comparable entity management body) authorizations, orin each case necessary to consummate the Transactions, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration obtained and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect;. (bc) true and complete copies certified by Since June 30, 2010 (i) there shall not have occurred a Responsible Officer Company Material Adverse Effect or (ii) in the event of a Company Material Adverse Effect, such Company Material Adverse Effect has not had, or could not reasonably be expected to have, a material adverse effect on the business, property, assets, operation or condition (financial or otherwise) of the Borrower and its Subsidiaries (including the Company and its Subsidiaries giving pro forma effect to the Acquisition), taken as a whole. (d) All principal, interest and other amounts outstanding in connection with existing Debt of the Company and its Subsidiaries will have been paid, or substantially simultaneously with the funding of the Term Loans will be paid, in full, the commitments thereunder and any Guaranties thereof terminated and all liens securing such Debt shall be released. (e) The payment to the Bank Group of the fees due to them as of such date under the Loan Documents, the payment to the Agent and the Lead Arrangers of the fees due to each of them as of such date under the Fee Letters, and the payment of all Governmental Authorizationsreasonable legal fees and expenses of ▇▇▇▇▇▇▇▇, Private Authorizations and Governmental Filings▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, if anyP.A., required special counsel to the Agent, in connection with the transactions contemplated by preparation of this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager Loan Documents and the Equityholder contained in the Facility Documents shall be true and correct as closing of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;transaction. (f) legal opinions (addressed to each The Acquisition will have been consummated in accordance with the terms and conditions of the Secured Parties) of (i) counsel Merger Agreement without any waiver, modification or consent thereunder that is materially adverse to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters Banks (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status it being understood that any amendment or modification of the Borrower under definition of “Company Material Adverse Effect” or decrease in the Investment Company Act), substantive non-consolidation purchase price in respect of the Borrower with Acquisition, or any waiver of the Equityholderoccurrence of a “Company Material Adverse Effect”, the true sale nature of any transfers in each case shall be deemed to be materially adverse to the Borrower of Collateral Assets from the Equityholder, perfection interests of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (iiBanks) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid unless approved by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerLead Arrangers.

Conditions Precedent to Closing Date. The occurrence of the Closing Date Date, and the obligation of the Bank to issue any LOC, is subject to the satisfaction (or waiver in accordance with Section 7.01) of the following conditions precedent: (a) The Bank shall have received from each Lender party hereto or thereto either (i) a counterpart of this Agreement, the Parent Guaranty and the Credit Support Agreement signed on behalf of such party or (ii) written evidence satisfactory to make any Advance hereunder on the Bank (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and the Parent Guaranty. (b) The Bank shall have received from the Company a signed certificate, dated as of the Closing Date shall be subject and signed by a Responsible Officer of the Company on behalf of the Company, certifying as to (i) the conditions precedent that truth in all material respects of the Administrative Agent representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (ii) the absence of any Event of Default. (c) The Bank shall have received on documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Bank, including (i) certified copies of the resolutions (or before comparable evidence of authority) of each Credit Party approving the transactions contemplated by the Loan Documents, (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign the Loan Documents and the other documents to be delivered hereunder, and (iii) an electronic instruction document authorizing the Bank to act upon instructions received from such Credit Party by facsimile or electronic mail. (d) The Bank shall have received a written opinion (addressed to the Bank and dated the Closing Date Date) of counsel to the followingCompany covering the matters set forth in Exhibit C-1 and of in-house counsel to the Parent Guarantor covering the matters set forth in Exhibit C-2, in each case in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each Bank. Each of the Facility Documents (other than Company and the Collateral Administration and Agency Fee Letter) duly executed and Parent Guarantor hereby requests such counsel to deliver such opinion, which may be delivered by electronic transmission to the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection Bank with the transactions contemplated by this Agreement and the other Facility Documents; signed original(s) to follow within ten (c10) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of days after the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Date. (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts The Bank shall have been established and shall be subject to the Account Control Agreement; (i) evidence received evidence, reasonably satisfactory to it it, that (i) all fees and expenses due and owing to the Administrative Agent Existing Facility has been terminated on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerdate hereof.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation obligations of each Lender the Lenders to make any Advance hereunder on extend credit after the Closing Date shall be subject to the prior or concurrent fulfillment or waiver of the following conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):precedent: (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) Obligor shall have duly executed and delivered by to the parties thereto, which shall each be in full force and effectAdministrative Agent this Agreement; (b) true and complete copies certified by the Administrative Agent has received: (i) a Responsible Officer certificate of a senior officer of the Borrower Borrower, in such capacity, certifying that, to the best of all Governmental Authorizationshis knowledge after due inquiry, Private Authorizations no Default has occurred and Governmental Filingsis continuing or would arise immediately upon the Closing Date; and (ii) to the extent not delivered pursuant to the Disclosure Certificate dated July 12, if any2021, required in connection with certified true copies of the transactions contemplated by this Agreement and the other Facility DocumentsMaterial Agreements; (c) each of except as disclosed in Schedule S, there shall exist no pending or threatened (in writing to an Obligor) litigation, proceedings or investigations which (i) contests the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as consummation of the Closing Date or any part thereof or (except ii) could reasonably be expected to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)have a Material Adverse Effect; (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall consents have been established given and shall be subject that all relevant laws have been complied with in respect of all agreements and transactions referred to the Account Control in this Agreement; (ie) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing the Borrower shall have paid to the Administrative Agent (on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; its own behalf and (iion behalf of each other Lender) the all reasonable and documented fees and expenses of counsel required to be paid under this Agreement and under the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower;Fee Letter; and (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (mf) the Borrower shall have instructed paid all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit reasonable invoiced fees of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information Administrative Agent’s professional advisors required by bank regulatory authorities to be paid under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerthis Agreement.

Conditions Precedent to Closing Date. The occurrence of the Closing Date This Agreement and the obligation obligations of each Lender to make any its initial Advance and of each Issuing Bank to issue its initial Letter of Credit hereunder shall not become effective until the date on which each of the Closing Date shall be subject to the following conditions precedent that is satisfied, or waived in accordance with Section 9.01: (a) This Agreement shall have been executed by the Administrative Agent and the London Agent, and the Administrative Agent shall have received from ▇▇▇▇▇ ▇▇▇▇▇, the Parent Borrower and each Initial Lender either (i) a counterpart of this Agreement signed on behalf of such party or before the Closing Date the following, each in form and substance reasonably (ii) evidence satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred Agent (or which may include a facsimile transmission) that such applicable conditions precedent have been waived by the Administrative Agent): (a) each party has signed a counterpart of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect;this Agreement. (b) true and complete copies certified The Holdco Guaranty Agreement shall have been executed by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement ▇▇▇▇▇ ▇▇▇▇▇ and the other Facility Documents;Administrative Agent. (c) each of the representations and warranties of the Borrower, the Collateral Manager The Agents and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts Lenders shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) received payment in full in cash of all fees and expenses due and owing to them pursuant to the Administrative Agent Commitment Letter, the JPM Fee Letter or the CoBank Fee Letter on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (orand, in the case of Participation Interestsexpenses, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect extent invoiced at least one day prior to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, . (xd) The Lenders shall have received all documentation and other information required by bank regulatory authorities with respect to the Borrowers and ▇▇▇▇▇ ▇▇▇▇▇ under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act Patriot Act. (e) On the Closing Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of ▇▇▇▇▇ ▇▇▇▇▇, dated the Closing Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Closing Date, and (ii) no event has occurred and is continuing on and as of the Closing Date that constitutes a Default or Event of Default. (f) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of each of ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower approving this Agreement and, in the case of ▇▇▇▇▇ ▇▇▇▇▇, the Holdco Guaranty Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Holdco Guaranty Agreement. (ii) Certificates of the Secretary or an Assistant Secretary of each of ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower certifying the names and true signatures of the officers thereof authorized to sign this Agreement and, in the case of ▇▇▇▇▇ ▇▇▇▇▇, the Holdco Guaranty Agreement and certifying as to the organizational documents, the resolutions and the good standing of ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower and other customary matters. (iii) Opinions of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel to ▇▇▇▇▇ ▇▇▇▇▇ and the Parent Borrower, and (yB) if internal counsel for ▇▇▇▇▇ ▇▇▇▇▇, in each case reasonably satisfactory to the Administrative Agent. (g) The Merger Transactions shall have been (or substantially concurrently with the occurrence of the Closing Date shall be) consummated, in each case pursuant to and on the terms set forth in the Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to the Merger Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers. The Parent Borrower qualifies shall be a wholly-owned Subsidiary of ▇▇▇▇▇ ▇▇▇▇▇. (h) All amounts under (i) the Five-Year Revolving Credit Agreement dated as of May 29, 2014, among Kraft Foods Group, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as administrative agents, the lenders party thereto and the other parties thereto, (ii) the Credit Agreement dated as of June 7, 2013, among ▇. ▇. ▇▇▇▇▇ Company, ▇.▇. ▇▇▇▇▇ Corporation II, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto and (iii) 4.25% Second Lien Secured Notes due in 2020, issued under the Indenture, dated as of April 1, 2013, among ▇. ▇. ▇▇▇▇▇ Company, as the issuer, ▇.▇. ▇▇▇▇▇ Corporation II, as a guarantor, the other guarantors party thereto from time to time, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee and collateral agent, in each case shall have been (or substantially concurrently with the occurrence of the Closing Date shall be) repaid and all commitments thereunder and guarantees and Liens created in connection therewith shall have been (or substantially concurrently with the occurrence of the Closing Date shall be) terminated and released, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it (the transactions set forth in this clause (h), collectively, the “legal entity customer” under Refinancing”). The Administrative Agent shall notify ▇▇▇▇▇ ▇▇▇▇▇, the Beneficial Ownership RegulationParent Borrower and the Lenders of the date which is the Closing Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, a Beneficial Ownership Certification in relation each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Parent Borrower, by notice to the Lenders, designates as the proposed Closing Date, specifying its objection thereto. Notwithstanding the foregoing, the obligations of the Lenders to make Advances and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied or waived at or prior to 5:00 p.m., New York City time, on July 6, 2015 (and, in the event such conditions shall not have been so satisfied or waived, the Commitments shall terminate at such time).

Conditions Precedent to Closing Date. The occurrence effectiveness of this Agreement is subject to each of the Closing Date following conditions precedent and no Loan shall be made hereunder unless each of the following is satisfied (as reasonably determined by the Bank) or waived by the Bank: (a) The Borrower will have duly executed and delivered or caused to have been delivered each of the following: (1) This Agreement and the obligation other Loan Documents, together with all Exhibits and Schedules thereto; (2) The Note; (3) Opinion letter(s) of each Lender to make any Advance hereunder on the Closing Date shall be subject counsel to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance Borrower reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred Bank; (or such applicable conditions precedent have been waived by the Administrative Agent): 4) (a) each copies of the Facility Documents (other than the Collateral Administration Operative Documents, and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer copy of the Borrower Borrower’s resolutions adopted authorizing the execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Loan Documents; (c5) each The certificate of the representations and warranties of incorporation for the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be certified as true and correct as of by the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)applicable regulatory authority; (d6) one A good standing certificate (or more certificates of a Responsible Officer of each of comparable certificate) from the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by organization for the Borrower; (j7) evidence A Closing Certificate in form reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve AccountBank; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder8) A Borrowing Base Certificate; (l9) with respect For each Investor, its duly executed and delivered Subscription Agreement and, to any Advance to be made on the Closing Dateextent applicable, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfiedSide Letter; (m10) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all All documentation and other information required by bank regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including AML Legislation, the PATRIOT Act and OFAC; (y11) if A copy of each of the Advisory Agreement, the Administration Agreement, and the License Agreement; and (12) Such other information and documents as may reasonably be required by the Bank and its counsel. In addition, the Bank shall have completed to its reasonable satisfaction its due diligence review of the Borrower qualifies and its management, controlling owners, systems and operations. (b) The following shall have occurred: (1) The Bank shall have received copies of UCC search reports dated such a date as a “legal entity customer” is reasonably satisfactory to the Bank, listing all effective financing statements filed against the Borrower with copies of such financing statements. (2) The Bank shall have received all fees and expenses due and owing to Bank under this Agreement and the Beneficial Ownership Regulationother Loan Documents prior to the date hereof and, a Beneficial Ownership Certification to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder, including the fees and disbursements invoiced through the date hereof of the Bank’s special counsel, M▇▇▇▇ ▇▇▇▇▇ LLP. (3) The representations and warranties set forth in relation Section 7 of this Agreement and each other Loan Document shall be true and correct as of the date hereof. (c) The following shall not have occurred: (1) Any material adverse change in the Bank’s understanding of the facts and information presented to it, or any material litigation or claims shall have been filed with respect to the Borrower; or (2) Any Material Adverse Effect.

Conditions Precedent to Closing Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Since December 31, 2022, there shall not have occurred any event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) All fees due to the Administrative Agent, the Arrangers and the Lenders shall have been paid, and all expenses of the Administrative Agent and the Arrangers that are required to be paid or reimbursed by the Borrower and that have been invoiced at least three Business Days prior to the Closing Date shall have been so paid or reimbursed. (d) On the Closing Date, the following statements shall be true and the Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, stating that: (i) Each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects), on and as of the Closing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties were true and correct in all respects) on and as of such earlier date; and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent Date, that the constitutes a Default. (e) The Administrative Agent shall have received on or before the Closing Date the followingDate, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (dated on or about such applicable conditions precedent have been waived by the Administrative Agent):date: (ai) each Certified copies of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer resolutions or similar authorizing documentation of the Borrower governing body of the Borrower, and of all Governmental Authorizations, Private Authorizations documents evidencing other necessary corporate action and Governmental Filingsgovernmental approvals, if any, required in connection with respect to this Agreement; (ii) A certificate of the transactions contemplated by 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 and the other Facility Documents;documents to be delivered by it hereunder; and (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations A favorable opinion letter from (A) ▇▇▇▇▇▇▇ ▇▇▇▇, Divisional Vice President, Associate General Counsel and warranties made by such Person in the Facility Documents to which it is a party are true and correct as Assistant Secretary of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, Borrower and (vB) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) New York special counsel to the BorrowerBorrower (or, the Collateral Manager and the Equityholderin each case, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters counsel as the Administrative Agent and its counsel shall may be reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing acceptable to the Administrative Agent Agent), in each case, in the form agreed on or prior to the Closing Date Date. (f) The 2020 Credit Agreement shall have been received or will be received contemporaneously terminated in accordance with Section 8.15. (g) To the Closing Date; and extent requested by a ▇▇▇▇▇▇, delivery of executed promissory notes. (iih) To the reasonable and documented fees and expenses of counsel to extent requested by any Lender through the Administrative Agent and the Lenders, of counsel in writing at least 10 Business Days prior to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, provided the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation at least three Business Days prior to the BorrowerClosing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be conclusive and binding evidence of the occurrence thereof.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation obligations of each Lender to make any Advance hereunder Loans on the Closing Date shall be are subject to the receipt by the Facility Agent of each of the agreements and other documents, and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the followingset forth below, each of which shall be (x) in form and substance reasonably satisfactory to the Administrative Agent, or, as Facility Agent and the Lenders and (y) if applicable, the events set forth below shall have occurred in full force and effect (or such applicable conditions precedent have been unless, in each case, waived by the Administrative Agenteach Lender): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) Existing Loan Agreement duly executed and delivered by the parties thereto, which shall each be in full force and effecthereto; (b) true and complete copies the following documents, each certified by as indicated below: (A) a Responsible Officer copy of the Borrower articles of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties incorporation of the Borrower, together with any amendments thereto, certified by the Collateral Manager and Secretary of State of the Equityholder contained in the Facility Documents shall be true and correct Borrower’s state of organization dated as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier a recent date, in which case such representations and warranties shall be true and correct as of such earlier date); (dB) one or more certificates a copy of a Responsible Officer certificate as to the good standing of, and payment of each franchise taxes by, the Borrower from the Secretary of State of the Borrower’s state of organization dated as of a recent date; and (C) a certificate of the Borrower, the Equityholder and the Collateral Manager certifying executed by an Authorized Officer certifying: (i) that attached to such certificate is a true and complete copy of the articles of incorporation and by-laws of the Borrower, in each case as to its Constituent Documents, amended and in effect on the date of such certificate, (ii) as that attached to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it such certificate is a party true and complete copy of resolutions duly adopted by the transactions contemplated hereby authorized governing body of the Borrower, authorizing the execution, delivery and therebyperformance of the Financing Documents and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each officer, member or partner (as applicable) of its Responsible Officers authorized to execute the Borrower executing the Financing Documents (and the Facility Documents Agent and each Lender may conclusively rely on such incumbency certification until it receives notice in writing from the Borrower); (c) delivery of executed opinions from (x) D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York counsel to which it the Borrower, and M▇▇▇▇▇ ▇. ▇▇▇▇, Pennsylvania counsel to the Borrower, substantially in the form of Exhibit D-1, and (y) Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, special New York counsel to the Facility Agent, substantially in the form of Exhibit D-2; (d) a certificate of an Authorized Officer of the Borrower, certifying that the Borrower is a partynot and will not be, after giving effect to the Borrowing Request made on or as of the Closing Date, in breach of the covenants described in Section 6.01(j); (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State copies of the State regulatory approvals, authorizations and consents listed in Schedule 4(e) required in respect of Delaware the Keystone/Conemaugh Acquisition, certified to be true and any other applicable filing office in any applicable jurisdiction that correct copies by an officer of the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the CollateralBorrower; (f) legal opinions (addressed to each a written instruction executed by an Authorized Officer of the Secured Parties) Borrower directing the Facility Agent to pay from the utilization of (i) counsel to the BorrowerFacility all fees, the Collateral Manager costs and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws expenses due and non-contravention with organizational documents and the status of payable by the Borrower under the Investment Company Act), substantive non-consolidation Financing Documents and any other fees and expenses as the Borrower shall have agreed or shall otherwise be required to pay to any Lender or the Facility Agent in connection herewith on or prior to the utilization of the Borrower with the EquityholderFacility, including, without limitation, the true sale nature fees and expenses of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) special New York counsel to the Collateral Administrator, the Collateral Facility Agent and the CustodianJoint Mandated Lead Arrangers, covering corporate in connection with the negotiation, preparation, execution and enforceability matters, delivery of this Agreement and such the other matters as the Administrative Agent and its counsel shall reasonably requestFinancing Documents; (g) reservedevidence that the Equity Contribution in a minimum amount of not less than $141,000,000 shall have been funded in full in cash; (h) all certification from an Authorized Officer of the Covered Accounts shall have Borrower that the Keystone/ Conemaugh Acquisition has been established and shall or will be subject to the Account Control Agreementsimultaneously completed; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, shall have been received by the Facility Agent and shall include, without limitation, evidence consisting of the following information (i) the Borrower’s full legal name, (ii) the Borrower’s address and mailing address, (iii) the Borrower’s W-9 forms including its tax identification number, (iv) the Borrower’s articles of incorporation, (v) a list of directors of the Borrower or list of such persons controlling the Borrower and (vi) an executed resolution or other such documentation stating who is authorized to open an account for the Borrower, in each case in form and substance reasonably satisfactory to the Facility Agent, and such other similar information relating to the Borrower and its Subsidiaries as may reasonably be requested by the Facility Agent; (j) delivery of (i) the consolidated audited statements of income, stockholder’s equity and cash flows of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower; and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the for each fiscal quarter and portion of the fiscal year ended after the delivery of the financial statements delivered pursuant to clause (i) above, which financial statements shall be prepared in accordance with GAAP; (k) payment of all fees due as of the Closing Date as the Borrower shall have agreed to pay to any Lender or the Facility Agent in connection herewith, including the PATRIOT Act fees and expenses of New York counsel to the Facility Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Financing Documents and the transactions contemplated hereby and thereby; (yl) if no Default or Event of Default has occurred and is continuing, or would result from the proposed Borrowing or from the application of the proceeds therefrom; (m) the representations and warranties of the Borrower qualifies contained in Article V shall be true and correct in all material respects on and as a “legal entity customer” under of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation date of the Closing Date (or to the Borrowerextent that such representations and warranties specifically refer to an earlier date, as of such earlier date); and (n) the Facility Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.02.

Conditions Precedent to Closing Date. The occurrence obligations of the Closing Date and the obligation of each Lender parties hereto to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with enter into the transactions contemplated by this Agreement and the other Facility Documents; (c) Transaction Documents and to take the actions to be taken by each of such party which are contemplated by Section 2.1 to occur on the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents Closing Date shall be true and correct subject to satisfaction or waiver as of the Closing Date of the following conditions precedent (except provided, that the obligations of any party shall not be subject to any conditions contained in this Section 3.2 which are required to be performed or caused to be performed by such party or any of its respective Affiliates): (a) Each Certificate Purchaser shall have funded the Advance to be made by it on the Closing Date in accordance with Section 2.3. (b) Each Certificate Purchaser shall have received its respective Certificates in accordance with Section 2.4. (c) Deepwater shall have given the Agent not less than three (3) Business Days prior written notice of the Closing Date, which notice may be included in the Advance Request delivered in accordance with Section 2.3 and each Certificate Purchaser shall have received a funding indemnity letter from R&B Falcon and Conoco in the form of Exhibit A hereto not less than three (3) Business Days prior to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);Closing Date. (d) one or more certificates of a Responsible Officer of All parties thereto shall have executed and delivered each of the BorrowerTransaction Documents to be entered into on the Closing Date, as indicated on Schedule 1 hereto. (e) Deepwater shall have delivered to the Charter Trustee (with copies for each Certificate Purchaser) copies of the Services Agreements, the Equityholder Construction Contract, the Drilling Contracts, and the Collateral Manager certifying (i) as Drilling Contract Guaranties, copies of all purchase orders and other documents relating to its Constituent Documentsthe purchase of the OFE, (ii) as together with any amendments thereto, in each case certified by an authorized representative of Deepwater to its resolutions or other action of its general partnerbe true, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true complete and correct copies thereof as of the Closing Date and each of the Services Agreements, the Construction Contract, the Drilling Contracts and the Drilling Contract Guaranties shall be in full force and effect and no default or material breach shall exist thereunder. (except f) The Documentation Agent and each Certificate Purchaser shall have received the Appraisal in form and substance satisfactory to the extent such representations Documentation Agent and warranties expressly relate Deepwater shall have received a copy thereof. (g) All Taxes, fees and other charges due in connection with the execution, delivery, performance, recording, filing and registration of the Transaction Documents on the Closing Date shall have been paid. (i) White & Case LLP, special counsel to any earlier dateDeepwater, shall have issued its opinion to the effect and in which case such representations the form set forth in Exhibit B; (ii) Wayne K. Anderson, in-house counsel to Conoco, shall have deli▇▇▇▇▇ ▇▇s opinion to the effect and warranties in the form set forth in Exhibit D; (iii) Wayne K. Hillin, counsel to R&B Falcon, shall be true have delivered h▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇he effect and correct as of such earlier date), in the form set forth in Exhibit E; (iv) that no Default or Event of Default has occurred Arias, Fabrega & Fabrega, Panamanian counsel, shall have deliv▇▇▇▇ its opinion to the effect and is continuing, in the form set forth in Exhibit P; and (v) as to the incumbency Cynthia L. Corliss, Vice President and specimen signature Trust Counsel of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statementsWilmin▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, in acceptable form for filing on the Closing Dateand Richards, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) Layton & Finger, counsel to the BorrowerCharter Trustee and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the Collateral Manager and the Equityholder, covering customary corporate matters (including shall have delivered their opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest effect and in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;form set forth in Exhibit U. (i) evidence reasonably satisfactory All actions required to it that (i) all fees and expenses due and owing to the Administrative Agent have been taken by any Government Authority on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, by this Participation Agreement and the other Transaction Documents shall have been paid taken and all Government Actions required to be in effect on or prior to the Closing Date in connection with the transactions contemplated by this Participation Agreement and the Borrower;other Transaction Documents shall have been issued or made, and all such Government Actions shall be in full force and effect on the Closing Date. All necessary consents, approvals and authorizations of all non-Government Authorities required on the part of Deepwater, the Investment Trust, the Trustees or third parties to be obtained, given or made on or prior to the Closing Date in connection with the execution and delivery of the Transaction Documents and transactions contemplated hereby and thereby shall have been obtained, given or made and shall be in full force and effect. (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date No action shall have been deposited into instituted, nor shall any action or proceeding be threatened, before any Government Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Government Authority (i) to set aside, restrain, enjoin or prevent the Unfunded Reserve Account;performance of this Participation Agreement, any other Transaction Document or any transaction contemplated hereby or thereby or (ii) which would have a Material Adverse Effect. (k) The transactions contemplated by the Transaction Documents do not and will not (i) violate any Applicable Law, (ii) contravene any charter, by-laws or other organizational document of Deepwater, the Members, Conoco, R&B Falcon, the Investment Trust, the Trustees, the Agent or any Certificate Purchaser, (iii) contravene any contract, agreement or other arrangement to which Deepwater, the Investment Trust, the Trustees, the Agent or any Certificate Purchaser is a solvency certificate reasonably satisfactory party or by which any of their respective properties or assets are bound, or (iv) subject Deepwater, any Member, the Investment Trust, the Trustees, the Agent or any Certificate Purchaser to it from an authorized signatory of the Borrower any regulations to which such party had not been subject prior to entering into such Transaction Documents and the Equityholder;which would be materially adverse to such party. (l) with respect to any Advance Deepwater, each Member, Conoco and R&B Falcon shall have each delivered, or shall have caused to be made on delivered, to the Closing DateAgent, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after Trustees the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (orfollowing, in the each case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly in form and substance satisfactory to the Collection Account and all Collections received by the Borrower or its Affiliates Documentation Agent (with respect to the Collateral shall be held in trust copies for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.each Certificate Purchaser):

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be subject to all of the following conditions precedent that having been satisfied (or waived in accordance with Section 8.01) on or before the Administrative Commitment Termination Date: (a) The Effective Date shall have occurred. (b) (i) The Acquisition shall have been, or substantially concurrently with the funding of the Advances shall be, consummated in accordance with the terms of the Acquisition Agreement (as may be amended, supplemented or otherwise modified pursuant to subclause (ii)) and (ii) no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified, and no consent by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without the Initial Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that, (w)(i) any increase in the non-cash portion of the purchase consideration and (ii) any decrease in the non-cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall in each case be deemed not materially adverse to the Lenders, (x) any decrease in the cash portion of the purchase consideration for the Acquisition shall be deemed not materially adverse to the Lenders so long as it shall have been allocated to reduce the Commitments in an amount equal to such reduction in the cash portion of the purchase consideration and (y) any increase or decrease in the cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall be deemed not materially adverse to the Lenders. The Agent shall have received from the Borrower certified copies of the Acquisition Agreement and all amendments, modifications, waivers and consents, if applicable, under the Acquisition Agreement. (c) Except as set forth in the corresponding sections or subsections of the Company Disclosure Letter (as defined in the Acquisition Agreement) (it being understood that any disclosure set forth in one section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of the Acquisition Agreement to which it corresponds in number and each other section or subsection of the Acquisition Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure) or, to the extent the qualifying nature of such disclosure with respect to a specific representation and warranty is reasonably apparent therefrom, as set forth in the Company Reports (as defined in the Acquisition Agreement) filed on or before after January 1, 2016 and prior to the date of the Acquisition Agreement (excluding all disclosures (other than statements of historical fact) in any “Risk Factors” section and any disclosures included in any such Company Reports that are cautionary, predictive or forward looking in nature), since December 31, 2015 there shall not have been any change, effect, circumstance or development which has had or would, individually or in the aggregate, reasonably be likely to have a Target Material Adverse Effect. (d) The Initial Arrangers shall have received (i) audited consolidated balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for the last three full fiscal years ended at least 75 days prior to the Closing Date, and unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (acorresponding period(s) each of the Facility Documents prior fiscal year) (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties theretolast fiscal quarter of any fiscal year), which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100, and prepared in accordance with the requirements of Form 10-K and 10-Q under the Securities Act and under Regulation S-X under the Securities Act (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be in full force and effect; (b) true and complete copies certified deemed satisfied through the filing by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period); and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (cii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations as would be required by Rule 3-05 and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as Article 11 of such earlier date); (d) one or more certificates of a Responsible Officer of each of Regulation S-X if the Borrower, Permanent Financings were registered on Form S-1 under the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing Securities Act on the Closing Date, under the UCC with the Secretary (A) audited consolidated annual balance sheets and related statements of State income, comprehensive income and cash flows of the State Target, as well as unaudited interim consolidated balance sheets and related statements of Delaware income, comprehensive income and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each cash flows of the Secured PartiesTarget (which shall have been reviewed by the independent accountants for the Target as provided in Statement of Auditing Standards No. 100) and prepared in accordance with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Target of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period) and (iB) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status pro forma financial statements of the Borrower reflecting the Transactions, which meet the requirements of Regulation S-X under the Investment Company Securities Act), substantive non-consolidation and all other accounting rules and regulations of the Borrower with SEC promulgated thereunder applicable to registration statements on Form S-1, in each case in all material respects. (e) All costs, fees, expenses (including legal fees and expenses) to the Equityholderextent invoiced at least three Business Days prior to the Closing Date and the fees payable pursuant to Section 2.03 to the Initial Arrangers, the true sale nature of any transfers to Agent or the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts Lenders shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent paid on or prior to the Closing Date have been received Date, in each case, to the extent required by this Agreement to be paid on or will be received contemporaneously with prior to the Closing Date; . (f) The Agent shall have received (i) a customary legal opinion of the Senior Executive Vice President and General Counsel or Vice President, Associate General Counsel and Assistant Secretary of the Borrower substantially in the form of Exhibit D hereto and (ii) the reasonable and documented fees and expenses a customary legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent Agent, as to the enforceability of this Agreement and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, Notes. (g) The Agent shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that received an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on officer’s certificate dated as of the Closing Date shall from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(a)(ii) and (iii) (or otherwise providing updates to such certifications) and that the conditions set forth in Sections 3.02(b) and (h) have been deposited into satisfied as of the Unfunded Reserve Account;Closing Date. (kh) a solvency certificate reasonably satisfactory to it from an authorized signatory (i) There shall exist no Specified Default and (ii) each of the Borrower Acquisition Agreement Representations and the Equityholder; Specified Representations shall be true and correct in all material respects (l) with respect to any Advance to except Acquisition Agreement Representations and Specified Representations that are qualified by materiality, which shall be made true and correct), in each case at the time of, and after giving effect to, the making of the Advances on the Closing Date, the Lenders and the Administrative . (i) The Agent shall have received a Notice of Borrowing in accordance with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerSection 2.02(a).

Conditions Precedent to Closing Date. The occurrence 4.01 Conditions to Effectiveness of this Agreement (Closing Date). This Agreement shall be effective upon satisfaction of the Closing Date and conditions precedent set forth in this Section 4.01; provided that the obligation of each Lender to make any Advance its initial Credit Extension hereunder on is subject to satisfaction or waiver of the conditions precedent set forth in Section 4.02: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or the Guarantors, as applicable, each dated the Closing Date shall be subject to (or, in the conditions precedent that the Administrative Agent shall have received on or case of certificates of governmental officials, a recent date before the Closing Date the following, Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement, orexecuted by the Borrower, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):, the Swing Line Lenders, the L/C Issuers, and the Lenders; (aii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) the Guaranty Agreement executed by the Initial Guarantors; (iv) a certificate of a Responsible Officer of the Facility Documents Borrower either (other than A) attaching copies of all consents, licenses and approvals required in connection with the Collateral Administration execution, delivery and Agency Fee Letter) duly executed and delivered performance by the parties theretoLoan Parties and the validity against the Loan Parties of the Loan Documents and such consents, which licenses and approvals shall each be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (bv) true a certificate of a secretary or assistant secretary of each Loan Party or its general partner (attaching resolutions and complete copies certified incumbency certificates as the Administrative Agent may reasonably 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; (vi) a certificate as to the good standing (or such other customary functionally equivalent certificate) of each Loan Party and the general partner of each Loan Party from the Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; (vii) a favorable opinion from each of the following counsel to the Loan Parties, (A) with respect to certain matters of New York and Delaware law: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (B) with respect to certain matters of Oklahoma law: ▇▇▇▇▇ & ▇▇▇▇▇▇▇, a professional corporation, each addressed to the Administrative Agent, the L/C Issuers and each Lender as of the Closing Date, reasonably satisfactory to the Administrative Agent and the Arrangers; (viii) a certificate signed by a Responsible Officer of the Borrower of all Governmental Authorizationscertifying (A) that no Default exists, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (cB) each of that the representations and warranties of the Borrower, the Collateral Manager and the Equityholder Borrower contained in the Facility Documents shall be Article V are true and correct as of the Closing Date (in all material respects, except to the extent that such representations and warranties expressly relate specifically refer to any an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) except that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except materiality qualifier shall not apply to the extent that any such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)representation or warranty is qualified by materiality, (ivC) that there has been no Default event or Event circumstance since the date of Default the Audited Financial Statements that has occurred and is continuinghad or could be reasonably expected to have a Material Adverse Effect, and (vD) as to the incumbency and specimen signature Debt Ratings of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Borrower; and (eb) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all Any fees and expenses due and owing required to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired Borrower on or before the Closing Date shall have been deposited into paid, including upfront fees payable to Lenders and reasonable fees and expenses payable to the Unfunded Reserve Account;Arrangers and the Administrative Agent. (kc) a solvency certificate reasonably satisfactory The Borrower shall have paid all Attorney Costs (related to it from an authorized signatory ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) of the Borrower Administrative Agent and the Equityholder; (l) with respect Left Lead Arranger to any Advance the extent invoiced prior to be made or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) incurred or to be incurred by it through the Lenders closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after and the making of such initial Advance, the Borrowing Base Test shall be satisfied;Left Lead Arranger). (md) Upon the request of any Lender made at least ten days prior to the Closing Date, the Borrower shall have instructed all Obligors or, if applicable, provided to such Lender (i) the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including the PATRIOT Act Act, in each case at least five days prior to the Closing Date, and (yii) if a Beneficial Ownership Certification in relation to the Borrower to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. 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 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Beneficial Ownership Certification in relation Lender unless the Administrative Agent shall have received notice from such Lender prior to the Borrowerproposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Closing Date. Such notice shall be binding and conclusive.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to occur on the date that each of the following conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred been satisfied (or such applicable conditions precedent have been waived by the Administrative Agentin accordance with Section 9.05): (a) receipt by the Agent of counterparts hereof signed by each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets hereto (or, in the case of Participation Interestsany party as to which an executed counterpart shall not have been received, receipt by the related seller Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such Participation Interestparty of execution of a counterpart hereof by such party); (b) receipt by the Agent of a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, certifying that all payments (i) immediately before and after the Closing Date, no Default shall have occurred and be continuing and (ii) the representations and warranties of the Company contained in this Agreement shall be made directly to the Collection Account true on and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance as of the Closing Date; (c) receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (xd) receipt by the Agent of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act Patriot Act; (e) receipt by the Agent and the Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Commitment Letter or the Fee Letters, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; and (f) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request and (yii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationan opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, a Beneficial Ownership Certification in relation counsel to the BorrowerCompany, covering such matters as the Agent may reasonably request. The Agent shall promptly notify the Company and the Banks of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to occur on the date that each of the following conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred been satisfied (or such applicable conditions precedent have been waived by the Administrative Agentin accordance with Section 9.05): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which Effective Date shall each be in full force and effecthave occurred; (b) true receipt by the Agent of a certificate, dated the Closing Date and complete copies certified signed by a Responsible Officer duly authorized officer of the Borrower of all Governmental AuthorizationsCompany, Private Authorizations certifying that (i) the Acquisition Closing Date shall have occurred, (ii) immediately before and Governmental Filingsafter the Closing Date, if any, required in connection with the transactions contemplated by this Agreement no Default shall have occurred and the other Facility Documents; be continuing and (ciii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder Company contained in the Facility Documents this Agreement shall be true on and correct as of the Closing Date Date; (except c) receipt by the Agent of all documents the Agent may reasonably request relating to the extent such representations existence and warranties expressly relate good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)the Agent; (d) one or more certificates receipt by the Agent of a Responsible Officer evidence reasonably satisfactory to it that the entire principal amount of each of the Borrowerany loans outstanding under, and all accrued interest, fees and all other amounts under, the Equityholder Existing Credit Agreement shall have been paid in full and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties all commitments thereunder shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a partyhave been terminated; (e) proper financing statementsreceipt by the Agent and the Arrangers of all fees, in acceptable form for filing on reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Closing DateCommitment Letter or the Fee Letters, under including to the UCC with extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary Company hereunder or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;thereunder; and (f) legal opinions (addressed to each of receipt by the Secured Parties) Agent of (i) counsel to an opinion of the Borrower, General Counsel of the Collateral Manager and the EquityholderCompany, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall may reasonably request and (ii) an opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Collateral Administrator, the Collateral Agent and the CustodianCompany, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall may reasonably request; (g) reserved; (h) all of . The Agent shall promptly notify the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent Company and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance Banks of the Closing Date, (x) and such notice shall be conclusive and binding on 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerparties hereto.

Conditions Precedent to Closing Date. No Lender shall be required or obligated to make any Advance, and no Issuing Bank shall be required or obligated to make L/C Credit Extensions, in each case until the first Business Day (the “Closing Date”) on which the following conditions precedent have been satisfied (or waived, as evidenced by an “effective date” notice to the Borrower from each Issuing Bank and the Administrative Agent), as determined by each Lender and each such Issuing Bank (provided that if the Closing Date does not occur on or before October 31, 2009, the Commitments of the Lender Parties shall terminate on such date): (a) The occurrence Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) (unless otherwise specified), each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender Parties (unless otherwise specified) and in sufficient copies for each Agent and the Borrower (unless otherwise specified): (i) five (5) executed counterparts of this Agreement; (ii) to the extent requested, duly executed Notes of the Borrower for the account of each Lender that has so requested complying with the provisions of Section 2.14; (iii) certified copies of resolutions of the board of directors of the Borrower approving the Transactions and the execution, delivery and performance of each Financing Document to which the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Financing Document to which the Borrower is or is to be a party; (iv) copies of a certificate of the Secretary of State of Delaware, dated on or no earlier than 15 days before the Closing Date, certifying (A) as to a true and correct copy of the certificate of formation of the Borrower and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary’s office, (2) the Borrower has paid all franchise taxes to the date of such certificate and (3) the Borrower is duly formed and in good standing or presently subsisting under the laws of the State of Delaware; (v) copies of a certificate of the Secretary of State of each jurisdiction (other than the jurisdiction of its formation) set forth in Schedule 3.01(a) which shall be each jurisdiction where the Borrower conducts a material portion of its business, on or no earlier than 30 days before the Closing Date, stating that the Borrower is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (vi) a certificate signed on behalf of the Borrower by its secretary or any assistant secretary (the statements made in which certificate shall be true on and as of the Closing Date), certifying (A) as to a true and correct copy of the Constituent Documents of the Borrower as of the Closing Date and each amendment to its Constituent Documents, if any, from the obligation of each Lender date on which the resolutions referred to make any Advance hereunder on in Section 3.01(a)(iii) were adopted to the Closing Date shall Date, (B) the absence of any proceeding for the dissolution or liquidation of the Borrower, (C) the names and true signatures of the officers of the Borrower authorized to sign each Financing Document to which it is or is to be subject a party and the other documents to be delivered hereunder and thereunder and (D) as to a true and correct copy of the conditions precedent Existing Credit Agreement1; 1 As amended to reflect pricing and covenants in this Credit Agreement, but without change in tenor. Also, evidence that revolver commitments have been reduced, dollar for dollar, if Facility is more than $500M. 55 AESC Credit Agreement (vii) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent shall have received on or before a consolidated basis for each fiscal year commencing with the Closing Date fiscal year ending December 31, 2009 through the followingfiscal year ending December 31, each in form 2012 to Lenders who agree to be bound by confidentiality and substance non-disclosure agreements satisfactory to the Borrower; (viii) legal opinions of appropriate counsel for the Lenders, as to such matters as any Lender may reasonably satisfactory request; (ix) a legal opinion of Shearman & Sterling LLP, counsel to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or to such applicable conditions precedent have been waived by matters as the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effectAgent may reasonably request; (bx) true and complete copies certified a certificate signed by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with to the transactions contemplated by this Agreement and the other Facility Documents; (c) each of effect that the representations and warranties of the Borrower, the Collateral Manager and the Equityholder Borrower contained in the Facility Documents shall be Article IV and each other Financing Document are true and correct on and as of the Closing Date (except to the extent such representations as though made on and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);date both immediately before and immediately after giving effect to the Initial Borrowing, if any; and (xi) audited Consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending December 31, 2008. (b) All Governmental Approvals and third party consents and approvals necessary in connection with the Transactions shall have been obtained and shall be in full force and effect, and the Administrative Agent shall have received evidence satisfactory to it that the foregoing have been accomplished. (c) Except for Disclosed Matters as of the date hereof, since December 31, 2008, there shall not have occurred any Material Adverse Change. (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying All Taxes (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent payable on or prior to the Closing Date have been received or will be received contemporaneously in connection with the Closing Date; execution, delivery, filing, recording or admissibility in evidence of the Financing Documents or to ensure the legality, validity, enforceability or admissibility in evidence of the Financing Documents and (ii) the reasonable due and documented fees and expenses of counsel payable on or prior to the Administrative Agent and Closing Date by the Lenders, Borrower or any of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator its Subsidiaries in connection with the consummation of the transactions contemplated herebyby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Dateperformance of, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (orFinancing Documents shall, in the case of Participation Interestsclauses (i) and (ii) of this Section 3.01(d), have been duly paid in full. 56 AESC Credit Agreement (e) The Borrower shall have paid all accrued fees of the Administrative Agent, the related seller Lender Parties and the Arranger Parties and all accrued expenses of such Participation Interest) that all payments shall be made directly the Administrative Agent to the Collection Account and all Collections received by the Borrower or its Affiliates with respect extent invoiced at least three Business Days prior to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence of the Closing Date Date, and the obligation of the Bank to issue any LOC, is subject to the satisfaction (or waiver in accordance with Section 7.01) of the following conditions precedent: (a) The Bank shall have received from each Lender party hereto or thereto either (i) a counterpart of this Agreement, the Transfer Agreement and the Parent Guaranty signed on behalf of such party or (ii) written evidence satisfactory to make any Advance hereunder on the Bank (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and the Parent Guaranty. (b) The Bank shall have received from the Company a signed certificate, dated as of the Closing Date shall be subject and signed by a Responsible Officer of the Company on behalf of the Company, certifying as to (i) the conditions precedent that truth in all material respects of the Administrative Agent representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (ii) the absence of any Event of Default. (c) The Bank shall have received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Bank, including (i) certified copies of the resolutions (or comparable evidence of authority) of each Credit Party approving the transactions contemplated by the Loan Documents and (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign the Loan Documents and the other documents to be delivered hereunder. (d) The Bank shall have received evidence, reasonably satisfactory to it, that the Existing Facility has been terminated on or prior to the date hereof. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Credit Party pending or threatened in writing before any Governmental Authority that (x) could be reasonably expected to have a Material Adverse Effect or (y) could reasonably be expected to materially adversely affect the legality, validity, or enforceability of any Loan Document or the transactions contemplated hereby. (f) No development or change shall have occurred after January 3, 2016, and no information shall have become known after such date, that has had or could reasonably be expected to have a Material Adverse Effect. (g) The Bank shall have received a written opinion (addressed to the Bank and dated the Closing Date Date) of counsel to the followingCompany covering the matters set forth in Exhibit C-1 and of in-house counsel to the Parent Guarantor covering the matters set forth in Exhibit C-2, in each case in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved;Bank. (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent The Bank shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information reasonably requested by it that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act Patriot Act. (i) The Bank shall have received all fees and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation other amounts due and payable on or prior to the BorrowerClosing Date and, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by any Applicant hereunder.

Conditions Precedent to Closing Date. The occurrence This Agreement shall become effective and the Closing Date shall occur when Administrative Agent has received all of the agreements, documents, instruments and other items described in this Section 4.01 and the other conditions precedent set forth in this Section 4.01 have been satisfied (and on the Closing Date, Administrative Agent shall deliver written notice to Borrower and Lenders that such conditions precedent have been satisfied and that the Closing Date has occurred, which written notice shall be conclusive of such occurrence): (a) Unless waived by all Lenders, each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Borrower, each dated on, or in the case of third-party certificates recently before, the Closing Date and the obligation each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) Executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, Lenders and Borrower; (ii) Notes executed by Borrower in favor of each Lender requesting same, substantially in the form attached as Exhibit C; (iii) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Administrative Agent may request to make any Advance hereunder on establish the Closing Date shall identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof; (iv) Such evidence as Administrative Agent may request to verify that Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be subject qualified to engage in business, including certified copies of Borrower's certificate of incorporation and bylaws and certificates of good standing and/or qualification to engage in business; (v) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions precedent specified in Sections 4.01(c) and (d) have been satisfied, (B) that there has been no event or circumstance since the Administrative Agent shall have received on or before date of the Closing Date Audited Financial Statements which has a Material Adverse Effect, and (C) the following, each current Debt Ratings; (vi) An opinion of counsel to Borrower in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):; and (avii) each of the Facility Documents (Such other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties theretocustomary certificates, which shall each be in full force and effect;documents or opinions as Administrative Agent or Required Lenders reasonably may require. (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, Any fees required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall to be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent paid on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on before the Closing Date shall have been deposited into the Unfunded Reserve Account;paid. (kc) a solvency certificate reasonably satisfactory to it from an authorized signatory The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith, shall be correct in all material respects on and as of the Borrower and the Equityholder;Closing Date. (ld) with respect No Default or Event of Default shall have occurred and be continuing. (e) All consents or approvals of, filings with, and other actions by, any Governmental Authority that are necessary or appropriate for the execution, delivery and performance by Borrower of the Loan Documents shall have been obtained, made or taken. (f) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to any Advance the extent invoiced prior to be made or on the Closing Date, . (g) All commitments under the Lenders and the Administrative Agent Prior 364-Day Agreement shall have received a Notice been terminated and all amounts owing thereunder through the date of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower termination shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, been paid in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerfull.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be subject to all of the following conditions precedent that having been satisfied (or waived in accordance with Section 8.01) on or before the Administrative Commitment Termination Date: (a) The Effective Date shall have occurred. (b) (i) The Acquisition shall have been, or substantially concurrently with the funding of the Advances shall be, consummated in accordance with the terms of the Acquisition Agreement (as may be amended, supplemented or otherwise modified pursuant to subclause (ii)) and (ii) no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified, and no consent by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that, (w)(i) any increase in the non-cash portion of the purchase consideration and (ii) any decrease in the non-cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall in each case be deemed not materially adverse to the Lenders, (x) any decrease in the cash portion of the purchase consideration for the Acquisition shall be deemed not materially adverse to the Lenders so long as it shall have been allocated to reduce the Commitments in an amount equal to such reduction in the cash portion of the purchase consideration and (y) any increase or decrease in the cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall be deemed not materially adverse to the Lenders. The Agent shall have received from the Borrower certified copies of the Acquisition Agreement and all amendments, modifications, waivers and consents, if applicable, under the Acquisition Agreement. (c) Except as set forth in the corresponding sections or subsections of the Company Disclosure Letter (as defined in the Acquisition Agreement) (it being understood that any disclosure set forth in one section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of the Acquisition Agreement to which it corresponds in number and each other section or subsection of the Acquisition Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure) or, to the extent the qualifying nature of such disclosure with respect to a specific representation and warranty is reasonably apparent therefrom, as set forth in the Company Reports (as defined in the Acquisition Agreement) filed on or before after January 1, 2016 and prior to the date of the Acquisition Agreement (excluding all disclosures (other than statements of historical fact) in any “Risk Factors” section and any disclosures included in any such Company Reports that are cautionary, predictive or forward looking in nature), since December 31, 2015 there shall not have been any change, effect, circumstance or development which has had or would, individually or in the aggregate, reasonably be likely to have a Target Material Adverse Effect. (d) The Arrangers shall have received (i) audited consolidated balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for the last three full fiscal years ended at least 75 days prior to the Closing Date, and unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (acorresponding period(s) each of the Facility Documents prior fiscal year) (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties theretolast fiscal quarter of any fiscal year), which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100, and prepared in accordance with the requirements of Form 10-K and 10-Q under the Securities Act and under Regulation S-X under the Securities Act (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be in full force and effect; (b) true and complete copies certified deemed satisfied through the filing by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period); and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (cii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations as would be required by Rule 3-05 and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as Article 11 of such earlier date); (d) one or more certificates of a Responsible Officer of each of Regulation S-X if the Borrower, Permanent Financings were registered on Form S-1 under the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing Securities Act on the Closing Date, under the UCC with the Secretary (A) audited consolidated annual balance sheets and related statements of State income, comprehensive income and cash flows of the State Target, as well as unaudited interim consolidated balance sheets and related statements of Delaware income, comprehensive income and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each cash flows of the Secured PartiesTarget (which shall have been reviewed by the independent accountants for the Target as provided in Statement of Auditing Standards No. 100) and prepared in accordance with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Target of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period) and (iB) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status pro forma financial statements of the Borrower reflecting the Transactions, which meet the requirements of Regulation S-X under the Investment Company Securities Act), substantive non-consolidation and all other accounting rules and regulations of the Borrower with SEC promulgated thereunder applicable to registration statements on Form S-1, in each case in all material respects. (e) All costs, fees, expenses (including legal fees and expenses) to the Equityholderextent invoiced at least three Business Days prior to the Closing Date and the fees payable pursuant to Section 2.03 to the Arrangers, the true sale nature of any transfers to Agent or the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts Lenders shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent paid on or prior to the Closing Date have been received Date, in each case, to the extent required by this Agreement to be paid on or will be received contemporaneously with prior to the Closing Date; . (f) The Agent shall have received (i) a customary legal opinion of the Senior Executive Vice President and General Counsel or Vice President, Associate General Counsel and Assistant Secretary of the Borrower substantially in the form of Exhibit D hereto and (ii) the reasonable and documented fees and expenses a customary legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent Agent, as to the enforceability of this Agreement and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, Notes. (g) The Agent shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that received an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on officer’s certificate dated as of the Closing Date shall from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(a)(ii) and (iii) (or otherwise providing updates to such certifications) and that the conditions set forth in Sections 3.02(b) and (h) have been deposited into satisfied as of the Unfunded Reserve Account;Closing Date. (kh) a solvency certificate reasonably satisfactory to it from an authorized signatory (i) There shall exist no Specified Default and (ii) each of the Borrower Acquisition Agreement Representations and the Equityholder; Specified Representations shall be true and correct in all material respects (l) with respect to any Advance to except Acquisition Agreement Representations and Specified Representations that are qualified by materiality, which shall be made true and correct), in each case at the time of, and after giving effect to, the making of the Advances on the Closing Date, the Lenders and the Administrative . (i) The Agent shall have received a Notice of Borrowing in accordance with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerSection 2.02(a).

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any an Advance hereunder on the Closing Date shall be subject to all of the following conditions precedent that having been satisfied (or waived in accordance with Section 8.01) on or before the Administrative Commitment Termination Date: (a) The Effective Date shall have occurred. (b) (i) The Acquisition shall have been, or substantially concurrently with the funding of the Advances shall be, consummated in accordance with the terms of the Acquisition Agreement (as may be amended, supplemented or otherwise modified pursuant to subclause (ii)) and (ii) no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified, and no consent by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without the Joint Bookrunners' prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that, (w)(i) any increase in the non-cash portion of the purchase consideration and (ii) any decrease in the non-cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall in each case be deemed not materially adverse to the Lenders, (x) any decrease in the cash portion of the purchase consideration for the Acquisition shall be deemed not materially adverse to the Lenders so long as it shall have been allocated to reduce the Commitments in an amount equal to such reduction in the cash portion of the purchase consideration and (y) any increase or decrease in the cash portion of the purchase consideration equal to or less than 10% of the purchase consideration shall be deemed not materially adverse to the Lenders. The Agent shall have received from the Borrower certified copies of the Acquisition Agreement and all amendments, modifications, waivers and consents, if applicable, under the Acquisition Agreement. (c) Except as set forth in the corresponding sections or subsections of the Company Disclosure Letter (as defined in the Acquisition Agreement) (it being understood that any disclosure set forth in one section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of the Acquisition Agreement to which it corresponds in number and each other section or subsection of the Acquisition Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure) or, to the extent the qualifying nature of such disclosure with respect to a specific representation and warranty is reasonably apparent therefrom, as set forth in the Company Reports (as defined in the Acquisition Agreement) filed on or before after January 1, 2016 and prior to the date of the Acquisition Agreement (excluding all disclosures (other than statements of historical fact) in any "Risk Factors" section and any disclosures included in any such Company Reports that are cautionary, predictive or forward looking in nature), since December 31, 2015 there shall not have been any change, effect, circumstance or development which has had or would, individually or in the aggregate, reasonably be likely to have a Target Material Adverse Effect. (d) The Joint Bookrunners shall have received (i) audited consolidated balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for the last three full fiscal years ended at least 75 days prior to the Closing Date, and unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, comprehensive income and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (acorresponding period(s) each of the Facility Documents prior fiscal year) (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties theretolast fiscal quarter of any fiscal year), which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100, and prepared in accordance with the requirements of Form 10-K and 10-Q under the Securities Act and under Regulation S-X under the Securities Act (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be in full force and effect; (b) true and complete copies certified deemed satisfied through the filing by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period); and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (cii) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations as would be required by Rule 3-05 and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as Article 11 of such earlier date); (d) one or more certificates of a Responsible Officer of each of Regulation S-X if the Borrower, Permanent Financings were registered on Form S-1 under the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing Securities Act on the Closing Date, under the UCC with the Secretary (A) audited consolidated annual balance sheets and related statements of State income, comprehensive income and cash flows of the State Target, as well as unaudited interim consolidated balance sheets and related statements of Delaware income, comprehensive income and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each cash flows of the Secured PartiesTarget (which shall have been reviewed by the independent accountants for the Target as provided in Statement of Auditing Standards No. 100) and prepared in accordance with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Target of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period) and (iB) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status pro forma financial statements of the Borrower reflecting the Transactions, which meet the requirements of Regulation S-X under the Investment Company Securities Act), substantive non-consolidation and all other accounting rules and regulations of the Borrower with SEC promulgated thereunder applicable to registration statements on Form S-1, in each case in all material respects. (e) All costs, fees, expenses (including legal fees and expenses) to the Equityholderextent invoiced at least three Business Days prior to the Closing Date and the fees payable pursuant to Section 2.03 to the Joint Bookrunners, the true sale nature of any transfers to Agent or the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts Lenders shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent paid on or prior to the Closing Date have been received Date, in each case, to the extent required by this Agreement to be paid on or will be received contemporaneously with prior to the Closing Date; . (f) The Agent shall have received (i) a customary legal opinion of the Senior Executive Vice President and General Counsel or Vice President, Associate General Counsel and Assistant Secretary of the Borrower substantially in the form of Exhibit D hereto and (ii) the reasonable and documented fees and expenses a customary legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent Agent, as to the enforceability of this Agreement and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, Notes. (g) The Agent shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that received an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on officer's certificate dated as of the Closing Date shall from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(a)(ii) and (iii) (or otherwise providing updates to such certifications) and that the conditions set forth in Sections 3.02(b) and (h) have been deposited into satisfied as of the Unfunded Reserve Account;Closing Date. (kh) a solvency certificate reasonably satisfactory to it from an authorized signatory (i) There shall exist no Specified Default and (ii) each of the Borrower Acquisition Agreement Representations and the Equityholder; Specified Representations shall be true and correct in all material respects (l) with respect to any Advance to except Acquisition Agreement Representations and Specified Representations that are qualified by materiality, which shall be made true and correct), in each case at the time of, and after giving effect to, the making of the Advances on the Closing Date, the Lenders and the Administrative . (i) The Agent shall have received a Notice of Borrowing in accordance with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerSection 2.02(a).

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder Advances on the Closing Date shall be is subject to the conditions precedent that satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waiver in accordance with Section 9.01) of the following conditions: (a) The Effective Date shall have occurred. (b) If the Synergy Acquisition is effected by way of a Scheme, the Administrative Agent (or its counsel) shall have received: (i) a certificate of the Borrowers signed by an officer or director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Synergy; (2) the date on which the Court has sanctioned the Scheme and the Borrowers have duly delivered the Post-Sanction Notice; (3) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Scheme) and (f) below; and (4) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or a court of competent jurisdiction or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which complies with the requirements of Section 5.01(k)(iv). (c) If the Synergy Acquisition is effected by way of a Takeover Offer, the Administrative Agent (or its counsel) shall have received: (i) a certificate of the Borrowers signed by an officer or director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Synergy; (2) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Takeover Offer) and (f) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (ii) a copy of the Takeover Offer Document which complies with the requirements of Section 5.01(k)(iv); and (d) On the Closing Date (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true and correct or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects. (e) Where the Synergy Acquisition is to be implemented by way of a Scheme, each of the Synergy Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Synergy Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents; provided that, if the conditions precedent to the Synergy Acquisition specified in the Original Press Release at Appendix 2 “Conditions of the Offer” Section 2 (a) through (e), other than the Post-Sanction Conditions, have been satisfied or waived and the Borrowers deliver a notice (the “Post-Sanction Notice”) in writing to the Administrative Agent confirming satisfaction or waiver of such conditions, then the condition precedent in this clause (e) shall be deemed to have been satisfied subject to the satisfaction of the Post-Sanction Conditions within two Business Days following delivery of such notice or, where the Synergy Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become unconditional in accordance with the terms of the Offer Document and as promptly as reasonably practicable thereafter the Company Merger shall be consummated, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrowers (or their applicable Affiliate) thereunder that are materially adverse to the interests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required by the City Code, the Panel or a court of competent jurisdiction or are not prohibited by the Loan Documents; provided, however, that any increase in the Cash Consideration composed of Equity Interests of New HoldCo shall not be deemed to be materially adverse to the interests of the Lenders. (f) All fees and other amounts due and payable by any of the Borrowers to each Joint Lead Arranger, the Administrative Agent and the Lenders under the Loan Documents shall have been paid, or substantially simultaneously shall be paid, to the extent invoiced at least three Business Days prior to the Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date. (g) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The Administrative Agent (or its counsel) shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Date: (ai) each certified copies of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer resolutions or similar authorizing documentation of the Borrower governing bodies of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to Guarantors authorizing the extent such representations Acquisitions and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in to enter into and perform its obligations under the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Loan Documents to which it is a party; (eii) proper financing statements, in acceptable form for filing on a good standing certificate or similar certificate dated a date reasonably close to the Closing Date, under Date from the UCC with the Secretary jurisdiction of State formation of the State Closing Date Guarantors, but only where such concept is applicable; (iii) a customary certificate of Delaware each Closing Date Guarantor certifying the names and any other applicable filing office in any applicable jurisdiction that true signatures of the Administrative Agent deems reasonably necessary or desirable in order officers of such Closing Date Guarantor authorized to perfect the interests in the Collateral contemplated by sign this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order other documents to perfect the Collateral Agent’s first-priority security interest in the Collateral;be delivered by it hereunder; and (fiv) a favorable opinion letter of legal opinions (addressed to each of the Secured Parties) of (i) counsel to the BorrowerClosing Date Guarantors, the Collateral Manager in each case in form and the Equityholdersubstance substantially similar, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act)applicable changes, substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from opinion letters delivered on the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;Effective Date. (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing With respect to the funding obligation of any affected Lender, it is not illegal for such Lender to make such Advance hereunder, provided that such Lender has used commercially reasonable efforts to make the Advance through an Affiliate of such Lender not subject to such legal restriction. (j) The Administrative Agent shall have received, on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel , so long as requested no less than 5 Business Days prior to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationPatriot Act, a Beneficial Ownership Certification in relation each case relating to the BorrowerGuarantors that have acceded before or are acceding on the Closing Date (other than the Effective Date Guarantors). (k) The Administrative Agent (or its counsel) shall have received from each Closing Date Guarantor either (i) a joinder to this Agreement and the other Loan Documents signed on behalf of such party substantially in the form of Exhibit D or any other form agreed by the Administrative Agent or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (l) The Administrative Agent shall have received a Delayed Draw Notice in accordance with Section 2.05. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date in writing promptly upon the conditions precedent in this Section 3.02 being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. This Agreement shall become effective and the Revolving Commitments shall be available on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The occurrence Administrative Agent (or its counsel) shall have received from STERIS Corporation, STERIS plc and each other Closing Date Party and each Lender either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed such a counterpart. (b) All fees and other amounts that are required to be reimbursed or paid and are then due and payable by any of the Borrowers to the Administrative Agent, each Joint Lead Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date and to the obligation of each Lender extent such amounts are payable on or prior to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Date. (c) The Administrative Agent (or its counsel) shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Date: (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its Certified copies of the resolutions or similar authorizing documentation of the governing bodies of STERIS Corporation, STERIS plc and each other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by Closing Date Party authorizing such Person in to enter into and perform its obligations under the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Loan Documents to which it is a party; (eii) proper financing statements, in acceptable form for filing on A good standing certificate or similar certificate dated a date reasonably close to the Closing DateDate from the jurisdiction of formation of STERIS Corporation, STERIS plc and each other Closing Date Party, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS plc or any Closing Date Party that is an entity organized under the UCC with laws of England and Wales); (iii) A customary certificate of STERIS Corporation, STERIS plc and each other Closing Date Party certifying the Secretary of State names and true signatures of the State officers and/or directors of Delaware STERIS Corporation, STERIS plc and any each other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order Closing Date Party authorized to perfect the interests in the Collateral contemplated by sign this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order other documents to perfect the Collateral Agent’s first-priority security interest be delivered hereunder and, in the Collateral;case of STERIS plc, to the satisfaction of the conditions set forth in Section 3.01(h) and (i); and (fiv) legal opinions (addressed to each of the Secured Parties) A favorable opinion letter of (iA) the General Counsel of STERIS Corporation and (B) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and other legal counsel to the Borrower, the Collateral Manager STERIS Corporation and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such each other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence Closing Date Party reasonably satisfactory to it that (i) all fees the Administrative Agent, in each case in form and expenses due and owing substance consistent with those delivered under the Existing Credit Agreement or, as applicable such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS Corporation, STERIS plc and each Closing Date Party). (d) SECTION 3.01 [Reserved]. (e) The Administrative Agent shall have received, on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel , so long as requested no less than ten Business Days prior to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 Patriot Act, in each case relating to STERIS Corporation, STERIS plc and each other Closing Date Party. (yf) if Substantially contemporaneously therewith, the Borrower qualifies Existing Credit Agreement shall be terminated in full and all outstanding obligations thereunder shall be repaid in full (other than contingent obligations not then due). (g) To the extent Advances are being made on the Closing Date, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as a “legal entity customer” under the Beneficial Ownership Regulationto materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of such date, a Beneficial Ownership Certification in relation except to the Borrowerextent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date. (i) No Default has occurred and is continuing. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date in writing promptly upon the conditions precedent in this Section 3.01 being satisfied (or waived in accordance with Section 9.01), and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligation of the Lenders to make Advances on the Closing Date is subject to the satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waiver in accordance with Section 9.01) of the following conditions: (a) The Effective Date shall have occurred. (b) If the Synergy Acquisition is effected by way of a Scheme, the Administrative Agent (or its counsel) shall have received: (i) a certificate of the Borrower signed by an officer or director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Synergy; (2) the date on which the Court has sanctioned the Scheme and the Borrower has duly delivered the Post-Sanction Notice; (3) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Scheme) and (f) below; and (4) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or a court of competent jurisdiction or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which complies with the requirements of Section 5.01(k)(iv). (c) If the Synergy Acquisition is effected by way of a Takeover Offer, the Administrative Agent (or its counsel) shall have received: (i) a certificate of the Borrower signed by an officer or director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Synergy; (2) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Takeover Offer) and (f) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (ii) a copy of the Takeover Offer Document which complies with the requirements of Section 5.01(k)(iv); and (d) On the Closing Date (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true and correct or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects. (e) Where the Synergy Acquisition is to be implemented by way of a Scheme, each of the Synergy Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Synergy Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents; provided that, if the conditions precedent to the Synergy Acquisition speci- fied in the Press Release at Appendix 2 “Conditions of the Offer” Section 2 (a) through (e), other than the Post-Sanction Conditions, have been satisfied or waived and the obligation Borrower delivers a notice (the “Post-Sanction Notice”) in writing to the Administrative Agent confirming satisfaction or waiver of such conditions, then the condition precedent in this clause (e) shall be deemed to have been satisfied subject to the satisfaction of the Post-Sanction Conditions within two Business Days following delivery of such notice or, where the Synergy Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become unconditional in accordance with the terms of the Offer Document and as promptly as reasonably practicable thereafter the Company Merger shall be consummated, in each Lender case, without giving effect to make (and there shall not have been) any Advance hereunder on modifications, amendments, consents, requests or waivers by the Borrower (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required by the City Code, the Panel or a court of competent jurisdiction or are not prohibited by the Loan Documents; provided, however, that any increase in the Cash Consideration composed of Equity Interests of New HoldCo shall not be deemed to be materially adverse to the interests of the Lenders. (f) All fees and other amounts due and payable by the Borrower and STERIS to the Arranger, the Administrative Agent and the Lenders under the Loan Documents shall have been paid, or substantially simultaneously shall be paid, to the extent invoiced at least three Business Days prior to the Closing Date shall be subject by the relevant person and to the conditions precedent that extent such amounts are payable on or prior to the Closing Date. (g) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The Administrative Agent (or its counsel) shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Date: (ai) certified copies of the resolutions or similar authorizing documentation of the governing bodies of each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of Guarantors that has acceded before or is acceding on the Closing Date (except to other than STERIS) authorizing the extent such representations Acquisitions and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in to enter into and perform its obligations under the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Loan Documents to which it is a party; (eii) proper financing statements, in acceptable form for filing a good standing certificate or similar certificate dated a date reasonably close to the Closing Date from the jurisdiction of formation of the Guarantors that have acceded before or are acceding on the Closing DateDate (other than STERIS and New HoldCo), under the UCC with the Secretary of State but only where such concept is applicable; (iii) a customary certificate of the State Guarantors that have acceded before or are acceding on the Closing Date (other than STERIS) certifying the names and true signatures of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order officers of the Guarantors authorized to perfect the interests in the Collateral contemplated by sign this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order other documents to perfect the Collateral Agent’s first-priority security interest in the Collateral;be delivered by them hereunder; and (fiv) a favorable opinion letter of legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, Guarantors that have acceded before or are acceding on the Collateral Manager and the Equityholder, covering customary corporate matters Closing Date (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Actother than STERIS), substantive non-consolidation of the Borrower in each case in form and substance substantially similar, with the Equityholderapplicable changes, the true sale nature of any transfers to the Borrower of Collateral Assets from opinion letters delivered on the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;Effective Date. (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing With respect to the funding obligation of any affected Lender, it is not illegal for such Lender to make such Advance hereunder, provided that such Lender has used commercially reasonable efforts to make the Advance through an Affiliate of such Lender not subject to such legal restriction. (j) The Administrative Agent shall have received, on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel , so long as requested no less than 5 Business Days prior to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 Patriot Act, in each case relating to the Guarantors that have acceded before or are acceding on the Closing Date (other than STERIS). (k) The Administrative Agent (or its counsel) shall have received from each Guarantor that has acceded before or is acceding on the Closing Date (other than STERIS) either (i) a joinder to this Agreement and the other Loan Documents signed on behalf of such party or (yii) if written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. The Administrative Agent shall notify the Borrower qualifies as a “legal entity customer” under and the Beneficial Ownership RegulationLenders of the Closing Date in writing promptly upon the conditions precedent in this Section 3.02 being satisfied (or waived in accordance with Section 9.01), a Beneficial Ownership Certification in relation to the Borrowerand such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be is subject to the fulfillment, to the satisfaction of Agent and its counsel, of each of the following conditions precedent that the Administrative Agent shall have received on or before the Closing Date the followingApril 28, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred 2000 (or such applicable conditions precedent have been waived by the Administrative Agentearlier date as may be specified below): (a) Agent shall have received all financing statements and fixture filings required by Agent, duly executed by Borrower and each of the Facility Documents other Loan Parties; (other than b) Agent shall have received each of the Collateral Administration following documents, in form and Agency Fee Letter) substance satisfactory to Agent, duly executed executed, and delivered by the parties thereto, which each such document shall each be in full force and effect: i. the Lockbox Agreements; ii. the Pay-Off Letters executed by each of ▇▇▇▇▇▇▇ Sachs Credit Partners, L.P., and its Affiliates under which such Persons are obligated to deliver to Agent UCC termination statements and other documentation evidencing the termination by each of them of its respective Liens in and to the properties and assets of Borrower and the other Loan Parties; iii. the Guaranty Agreements; iv. the Stock Pledge Agreements; v. the Security Agreements; and vi. such other documents as shall be required by Agent; (bc) true Agent shall have received a certificate from the Secretary of Borrower and complete each other Loan Party attesting to the resolutions of Borrower's and each other Loan Party's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party and authorizing specific officers of it to execute the same; (d) Agent shall have received copies of Borrower's and each other Loan Party's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Borrower and each other Loan Party, as the case may be; (e) Agent shall have received a Responsible Officer certificate of status with respect to Borrower and each other Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower and each other Loan Party, which certificate shall indicate that Borrower and each other Loan Party is in good standing in such jurisdiction; (f) Agent shall have received certificates of status with respect to Borrower and each other Loan Party, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower and each other Loan Party is in good standing in such jurisdictions; (g) [Intentionally omitted]; (h) Agent shall have received an opinion of Borrower's counsel and each Guarantor's counsel in form and substance satisfactory to Agent in its sole discretion; (i) Borrower or CCI shall have not less than $125,000,000 of Availability and unrestricted immediately available cash on hand after making the payments described in Section 7.17(a) and the $187,500 due on the Closing --------------- Date pursuant to Section 2.11(a), as determined by Agent; --------------- (j) Agent shall have received and reviewed (i) Borrower's consolidated December 31, 1999 financial statements prepared by Borrower's accountants which they are prepared to issue as audited provided that such financial statements would be subject to a going concern qualification, and the results of such review shall be satisfactory to Agent, and (ii) Borrower's consolidated February 29, 2000 financial statements prepared by Borrower's management, and the results of such review shall be satisfactory to Agent, in its sole discretion; (k) Agent shall have completed its legal due diligence, including a review of material contracts (including the indentures with respect to all material debt), and the results thereof shall be satisfactory to Agent, in its sole discretion; (l) there shall have been no material adverse change in the business, operations, assets, financial condition or prospects of Borrower and guarantors since December 31, 1999 which is not set forth in Borrower's business plan and financial projections dated as of February 15, 2000 which Borrower delivered to Agent prior to March 21, 2000; (m) at least $150,000,000 of additional equity capital shall have been contributed to Borrower or CCI, on terms and conditions and pursuant to documentation mutually acceptable to Borrower and Agent; (n) Agent and counsel to Agent shall have received and reviewed all documentation relating to the Unsecured Notes, including, without limitation, the Unsecured Notes Indenture, and all of such documentation, and the terms and provisions of such documentation, including, without limitation, the Unsecured Notes and the Unsecured Notes Indenture, shall be acceptable to Agent and its counsel; (o) Agent shall have received payment in full in immediately available funds of all Governmental Authorizationsamounts due on the Closing Date pursuant to Section ------- 2.11(a); ------- (p) Agent shall have received evidence satisfactory to Agent in its sole discretion that the Lien securing any and all present or future Indebtedness or obligations of any Loan Party to Cisco Systems, Private Authorizations Inc., Cisco Systems Capital Corporation or any of their respective Affiliates is limited to the specific items and Governmental Filingsproperty described on Exhibit 3.1(p) attached hereto and -------------- made a part hereof, if anyand that all security agreements pertaining to such Indebtedness or other obligations shall have been amended to provide that such Lien is so limited; (q) Agent shall have received the original stock certificates evidencing all shares of stock of Cavion Technologies, required Inc. owned or controlled by any Loan Party, together with stock powers covering such shares duly executed in blank by each Loan Party which owns or controls any such shares; and (r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true in form and correct as of the Closing Date (except substance satisfactory to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowercounsel.

Conditions Precedent to Closing Date. The occurrence As conditions precedent to the effectiveness of the Closing Date this Agreement and the obligation of each Lender the Bank to make any Advance hereunder on issue the Closing Date shall be subject initial Letters of Credit pursuant to the conditions precedent that terms hereto, (a) The Company shall provide to the Administrative Agent shall have received Bank on or before the Closing Date the followingDate, each in form and substance reasonably satisfactory to the Administrative AgentBank and its special counsel, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):▇▇▇▇▇ ▇▇▇▇▇ LLP: (ai) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) this Agreement duly executed and delivered by the parties thereto, which shall each be in full force and effectCompany; (bii) true and complete copies certified a certificate signed by a Responsible Officer duly authorized officer of the Borrower Company, dated the Closing Date and certifying that on the Closing Date, (A) the representations and warranties contained in Article IV of all Governmental Authorizationsthis Agreement are correct on and as of the Closing Date as though made on such date; (B) no Event of Default or Potential Default has occurred and is continuing, Private Authorizations or would result from the issuance of any Letter of Credit on the date hereof or the execution and Governmental Filingsdelivery of this Agreement; and (C) no event, if anychange or condition has occurred that has had, required in connection with or could reasonably be expected to have, a material adverse effect on the business, assets, operations or condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, since June 29, 2014; (iii) copies of the resolutions of the Company authorizing the transactions contemplated by this Agreement and certified by the Secretary of the Company; (iv) a certificate of the Secretary of the Company certifying the names and true signatures of the officer(s) of the Company authorized to sign this Agreement; (v) copies of the certificate of incorporation and bylaws of the Company, certified by a duly authorized officer of the Company as being a true, complete and accurate copy thereof; (vi) a certificate of good standing of the Company certified by the Secretary of State of Delaware, as of a date reasonably close to the Closing Date; (vii) a written opinion of external counsel to the Company, dated the Closing Date, as to such matters as the Bank may reasonably request; and (viii) such other Facility Documentsdocuments, certificates and opinions as the Bank or its special counsel may reasonably request; (b) all filings or recordings necessary or reasonably requested by the Bank (including financing statements and precautionary financing statements), to perfect the rights, titles and interests of the Bank intended to be created by Section 2.8 hereof shall have been made in the appropriate places or offices; and (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except all legal requirements provided herein incident to the extent such representations execution, delivery, and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as performance of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees the Bank and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerspecial counsel.

Conditions Precedent to Closing Date. The occurrence obligation of the Closing Date and the obligation of each Lender Lenders to make any Advance Loans and 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 all of its required Loans and Advances hereunder on the Closing Date: (a) The Agent’s receipt of executed counterparts of this Agreement (including exhibits and schedules), which shall be subject originals or PDF copies unless otherwise specified, properly executed by a duly authorized officer of the Borrower, dated the Closing Date, and in form and substance satisfactory to the conditions precedent Agent and each of the Lenders. (b) As of the Closing Date, except as disclosed in the Public Filings, there shall have occurred no event or circumstance that could reasonably be expected to result in a Material Adverse Change since December 31, 2020. (c) All fees due to the Agent, the Arrangers and the Lenders shall have been paid, and all expenses to be paid or reimbursed to the Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Closing Date shall have been paid, in each case, from the proceeds of the initial funding hereunder (provided that the Administrative accrued fees and expenses of counsel to the Agent shall be paid directly by the Borrower). (d) The Borrower shall have provided to the Agent, (i) within four days prior to the Closing Date, the documentation and other information required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the U.S.A. Patriot Act, to the extent requested by the Agent or any Lender at least seven days prior to the Closing Date and (ii) at least four days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (e) The Agent shall have received on or before the Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, Agent and (except for the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Notes) in sufficient copies for each Lender: (ai) A Note for each Lender that has requested a Note pursuant to Section 2.16, including, if requested, a Swing Line Note for the Swing Line Lender. (ii) Certified copies of the Facility Documents (other than resolutions of the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer Board of Directors of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the Notes, and of all documents evidencing other Facility Documents necessary corporate action and governmental approvals, if any, with respect to which it is a party this Agreement and the transactions contemplated hereby and thereby, Notes. (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as A certificate of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default Secretary or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature an Assistant Secretary of each of its Responsible Officers the Borrower and Subsidiary Guarantor certifying the names and true signatures of the officers of such Loan Party authorized to execute the Facility Documents sign each Loan Document to which it is a party;. (eiv) proper financing statements, in acceptable form A good standing certificate as of a recent date for filing on each of the Closing Date, under the UCC with Borrower and Subsidiary Guarantor from the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;Delaware. (fv) legal opinions (addressed to each An officer’s certificate from an executive officer of the Secured PartiesBorrower regarding satisfaction of the conditions precedent set forth in Sections 3.01(b) and 3.02. (vi) Favorable opinions of (iA) ▇▇▇▇▇ ▇▇▇▇▇ LLP, New York counsel to for the Borrower, substantially in the Collateral Manager form of Exhibit D-1 hereto and the Equityholder(B) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status General Counsel of the Borrower under Borrower, substantially in the Investment Company Act)form of Exhibit D-2 hereto. (vii) The Subsidiary Guaranty, substantive non-consolidation executed by a duly authorized officer of the Borrower with the Equityholdersuch Subsidiary Guarantor, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters dated as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, and substantially in the form of Exhibit E hereto. (xviii) Certified copies of the consents of the sole manager of the Subsidiary Guarantor approving the Subsidiary Guaranty, and of all documentation documents evidencing other necessary corporate action and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsgovernmental approvals, including if any, with respect to the PATRIOT Act and Subsidiary Guaranty. (yf) if The Agent shall have received evidence that the Borrower qualifies as a “legal entity customer” under has terminated the Beneficial Ownership Regulation, a Beneficial Ownership Certification Existing Credit Agreement and repaid in relation to the Borrowerfull all obligations owing thereunder.

Conditions Precedent to Closing Date. The occurrence This Agreement shall become effective on and as of the Closing Date first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the obligation other Loan Documents signed on behalf of each Lender such party or (ii) written evidence reasonably satisfactory to make the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Since December 31, 2019, there shall not have occurred any Advance hereunder on event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) All fees due to the Administrative Agent, the Arrangers and the Lenders shall have been paid, and all expenses of the Administrative Agent and the Arrangers that are required to be paid or reimbursed by the Borrower and that have been invoiced at least three Business Days prior to the Closing Date shall have been so paid or reimbursed. (d) On the Closing Date, the following statements shall be subject to the conditions precedent that true and the Administrative Agent shall have received on or before a certificate of the Borrower, dated the Closing Date the followingDate, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):stating that: (ai) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each Each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Documents shall be Section 4.01 are true and correct as of the Closing Date in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier datein all respects); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder on and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), ; and (ivii) that no Default or Event of Default No event has occurred and is continuing, and (v) or shall occur as to a result of the incumbency and specimen signature occurrence of each of its Responsible Officers authorized to execute the Facility Documents to which it is Closing Date, that constitutes a party;Default. (e) proper financing statements, in acceptable form for filing The Administrative Agent shall have received on or before the Closing Date, under each dated on or about such date: (i) Certified copies of the UCC resolutions or similar authorizing documentation of the governing body of the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement; (ii) A certificate of the Secretary of State or an Assistant Secretary of the State Borrower certifying the names and true signatures of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order officers of the Borrower authorized to perfect the interests in the Collateral contemplated by sign this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order other documents to perfect the Collateral Agent’s first-priority security interest in the Collateral;be delivered by it hereunder; and (fiii) legal opinions (addressed to each of the Secured Parties) of (i) A favorable opinion letter from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent form agreed on or prior to the Closing Date Date. (f) The 2018 Credit Agreement shall have been received or will be received contemporaneously terminated in accordance with Section 8.15. (g) To the Closing Date; and extent requested by a ▇▇▇▇▇▇, delivery of executed promissory notes. (iih) To the reasonable and documented fees and expenses of counsel to extent requested by any Lender through the Administrative Agent and the Lenders, of counsel in writing at least 10 Business Days prior to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, provided the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation at least three Business Days prior to the BorrowerClosing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be conclusive and binding evidence of the occurrence thereof.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers managers, managing member or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority first‑priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention non‑contravention with organizational documents and and, to the extent applicable, the status of the Borrower under the Investment Company Act, the capacity to sue and be sued of the Borrower), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts denominated in Dollars shall have been established and shall be subject to the applicable Account Control Agreement; (ih) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent under the Facility Documents on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented out‑of‑pocket fees and expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the Custodian and of counsel to Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the BorrowerBorrower in accordance with Section 12.04(a); (ji) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (kj) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (lk) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (ml) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (nm) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence This Agreement shall become effective and the Closing Date shall occur when Administrative Agent has received all of the agreements, documents, instruments and other items described in this Section 4.01 and the other conditions precedent set forth in this Section 4.01 have been satisfied (and on the Closing Date, Administrative Agent shall deliver written notice to Borrower and Lenders that such conditions precedent have been satisfied and that the Closing Date has occurred, which written notice shall be conclusive of such occurrence): (a) Unless waived by all Lenders, each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Borrower, each dated on, or in the case of third-party certificates recently before, the Closing Date and the obligation each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) Executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, Lenders and Borrower; (ii) Notes executed by Borrower in favor of each Lender requesting same, substantially in the form attached as Exhibit C; (iii) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Administrative Agent may request to make any Advance hereunder on establish the Closing Date shall identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof; (iv) Such evidence as Administrative Agent may request to verify that Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be subject qualified to engage in business, including certified copies of Borrower's certificate of incorporation and bylaws and certificates of good standing and/or qualification to engage in business; (v) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions precedent specified in Sections 4.01(c) and (d) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has a Material Adverse Effect, and (C) the current Debt Ratings, together with a Compliance Certificate as of March 31, 2001 that gives effect to results of operations for the period ended on such date; (vi) Opinions of counsel to Borrower substantially in the form of Exhibit E; and (vii) Such other assurances, certificates, documents, consents or opinions as Administrative Agent shall have received or Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents;paid. (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s The representations and warranties made by such Person Borrower herein, or which are contained in the Facility Documents to which it is a party are true any certificate, document or financial or other statement furnished at any time under or in connection herewith, shall be correct in all material respects on and correct as of the Closing Date Date. (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (ivd) that no No Default or Event of Default has shall have occurred and is be continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;. (e) proper financing statementsAll consents or approvals of, in acceptable form filings with, and other actions by, any Governmental Authority that are necessary or appropriate for filing the execution, delivery and performance by Borrower of the Loan Documents shall have been obtained, made or taken. (f) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced prior to or on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;. (g) reserved; (h) all of All commitments under the Covered Accounts Prior 364-Day Agreement shall have been established terminated and shall be subject to all amounts owing thereunder through the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses date of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, termination shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrowerfull.

Conditions Precedent to Closing Date. The occurrence obligations of the Closing Date Lenders to make the First Advance hereunder are subject to satisfaction by the Borrower with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Lenders: 7.1.1 no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to this Agreement, the Subscription Agreement, the Stream Agreement and the obligation Offtake Agreement; 7.1.2 the Obligors shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; 7.1.3 all representations and warranties of each Lender the Obligors made in or pursuant to make any Advance hereunder this Agreement shall be true and correct on the Closing Date in all material respects except where a representation and warranty is qualified by materiality in which case such representation and warranty shall be subject to the conditions precedent that the Administrative Agent true and correct in all respects; 7.1.4 since December 31, 2014, there shall have received on been no event, change or before effect which, individually or in the Closing Date aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; 7.1.5 the followingBorrower shall have delivered, each in form and substance reasonably satisfactory or caused to be delivered to the Administrative Agent, orall of the following (in each case in form and substance satisfactory to the Lenders): (i) certificates from duly authorized officers of the Borrower and the other Obligors certifying (i) the articles and bylaws (or equivalent) of such Person, as applicable, (ii) the events set forth below shall have occurred incumbency of signing officers of such Person, and (iii) the corporate resolutions (or equivalent) of such applicable conditions precedent have been waived by Person, as applicable, approving the Administrative Agent): (a) execution, delivery and performance of such Person’s obligations under each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a partythereunder; (eii) proper financing statementsa certificate, in acceptable form for filing on dated the Closing Date, under the UCC with the Secretary of State signed by any one of the State Chief Executive Officer, the Chief Financial Officer or the President of Delaware and any other applicable filing office the Borrower, certifying the matters set out in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the CollateralSections 7.1.1 through 7.1.4; (fiii) legal opinions (addressed to each a copy of all Project Agreements, Project Authorizations and Material Contracts that have been entered into by the Secured Parties) of (i) counsel to the BorrowerClosing Date, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably requestapplicable; (giv) reserveda copy of the Mine Plan; (hv) all a copy of the Covered Accounts shall have been established and shall be subject to the Account Control AgreementAnti-Corruption Policy; (ivi) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent that all Taxes due in respect of the Project Real Property have been paid; (vii) the Stream Agreement, the Offtake Agreement and any other documents required thereby to be executed or delivered on or prior to before the Closing Date, duly executed and delivered by each Obligor party thereto; (viii) certificates of insurance evidencing compliance with Section 6.1.6; (ix) a customary legal opinion dated the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel addressed to the Administrative Agent and the Lenders, of in form and substance satisfactory to the Administrative Agent and Lenders’ counsel, acting reasonably, from Canadian counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary Borrower and the Collateral Administrator in connection other Obligors with respect to this Agreement and the transactions contemplated hereby, shall have been paid by the Borrower; (jx) evidence reasonably a title opinion in form and substance satisfactory to it that an amount equal the Administrative Agent and the Lenders, acting reasonably addressed to the Unfunded Reserve Required Amount with Administrative Agent and the Lenders in respect of the Project Real Property, and including a reliance letter addressed to the Collateral Assets Administrative Agent and the Lenders from the provider of any title opinion on which such title opinion relies; and (xi) such other documentation as the Administrative Agent may reasonably request in form and substance satisfactory to the Lenders, acting reasonably. 7.1.6 each of the Lenders shall have concluded its technical, legal, and financial due diligence, and the Administrative Agent shall have conducted a site visit with results in form and substance satisfactory to it; 7.1.7 no preliminary or permanent injunction or other order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Key Transaction Agreements shall be in effect; 7.1.8 the conditions precedent to the Stream Agreement which are to be acquired on satisfied by the Borrower as of the Closing Date shall have been deposited into satisfied in accordance with the Unfunded Reserve Accountterms of the Stream Agreement or waived by the applicable parties thereto; (k) a solvency certificate reasonably 7.1.9 no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Key Transaction Agreements; 7.1.10 the Construction Contracts shall have been executed, shall be in form and substance satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent Agent, acting reasonably, shall not have received been terminated and shall not have been amended or any compliance therewith by any counterparty thereto waived, except for amendments or waivers which are either not material in nature or not adverse to the relevant Obligor in any material respect and provided that a Notice copy of Borrowing with respect any such amendment has been provided to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) Administrative Agent; and the Borrower shall not have instructed all Obligors oragreed to, if applicable, the administrative agents, on the Collateral Assets (or, in the case authorized or received notice of Participation Interests, the related seller of any such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; andaction; (n) sufficiently in advance of 7.1.11 the Closing DateDate shall have occurred by September 18, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower2015; 7.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the satisfaction or waiver of the following conditions precedent that the Administrative Agent shall have received on or before prior to the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Date: (a) each the Agreement shall not have been terminated in accordance with its terms and there shall not be continuing any cure period with respect to any event, occurrence or condition that would permit the Requisite Directing Lenders to terminate the Agreement in accordance with its terms following the conclusion of such cure period; (b) all governmental, regulatory and third party notifications, filings, waivers, authorizations and consents necessary or required to be obtained by the Company or SMLP for the consummation of any part of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties theretoTransaction, which shall each have been made or received, shall be in full force and effect, shall not be subject to unfulfilled conditions or contingencies, and shall be acceptable to the Requisite Directing Lenders; (bc) true and complete copies certified no Material Adverse Effect shall have occurred after the TSA Effective Date; provided, however, that the foregoing shall not include any Event, change, effect, occurrence, development, circumstance or change of fact arising out of, resulting from or relating to (i) any action taken by a Responsible Officer Directing Lender or any of their respective Affiliates or (ii) the compliance by any person or entity with the covenants and agreements contained in this Agreement; (d) the SMLP Contribution shall have occurred; (e) the execution of each of the Borrower Definitive Documents, which, in each case, shall be in form and substance substantially similar to the Exhibits to the Term Sheet; (f) holders of at least 73% of the aggregate principal amount of all Governmental AuthorizationsTerm Loan Claims outstanding and at least two (2) Term Loan Lenders that are not Affiliates of each other, Private Authorizations and Governmental FilingsAffiliates of the Company or the Initial Directing Lenders shall have executed a Joinder Agreement or a Consent Agreement; (g) no temporary restraining order, if anypreliminary or permanent injunction, required judgment or other order preventing the consummation of any part of the Transaction shall have been entered, issued, rendered or made by any party other than a Directing Lender, nor shall any proceeding seeking any of the foregoing by any party other than a Directing Lender be commenced or pending; nor shall there be any law, rule or regulation promulgated, enacted, entered, enforced or deemed applicable to the Company or SMLP which makes the consummation of any part of the Transaction illegal, void or rescinded; (h) there is no pending or threatened (in connection with writing) action, complaint, claim, litigation, law suit, proceeding, investigation, objection or similar event or circumstance relating to any of the transactions contemplated by this Agreement or any other Definitive Document (a) commenced or asserted by two (2) or more Term Loan Lenders, that are not Directing Lenders, holding in the aggregate more than 10% of the principal amount of Term Loan Claims then outstanding; (b) that could reasonably be expected to result in the Directing Lenders and the other Facility DocumentsTransaction Consenting Lenders, in the aggregate, being obligated for in excess of $500,000 in unreimbursed indemnification costs, or (c) that specifically names or asserts claims or causes of action against any Directing Lender (and, in each case, the Company is not aware of any fact or circumstance that could give rise to or indicate that the same may arise, or be contemplated or threatened); provided that, upon the occurrence of any event in this Section 9(h), SMLP may agree, pursuant to a written undertaking reasonably acceptable to the Requisite Directing Lenders, to indemnify the Term Loan Agent, Directing Lenders and Transaction Consenting Lenders for any costs, fees, or expenses arising from such action, in which event the Company may proceed with consummating the Strict Foreclosure; (ci) each of the representations and warranties of the Borrower, the Collateral Manager Company and the Equityholder contained SMLP in the Facility Documents this Agreement and each Definitive Document shall be true and correct in all material respects (without regard and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty)) as of the Closing Date (except and the Company shall have delivered to the extent such representations Directing Lenders a written and warranties expressly relate to any earlier date, in which case such representations signed certificate from a responsible executive officer of the Company and warranties shall be true and correct as of such earlier date)SMLP confirming the same; (dj) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder Company and the Collateral Manager certifying (i) as to SMLP shall have complied with its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving covenants and obligations under this Agreement and the other Facility Definitive Documents to which it is a party be performed prior to the Closing Date, and the transactions contemplated hereby Company shall have delivered to the Directing Lenders a written and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is signed certificate from a party are true and correct as responsible executive officer of the Closing Date (except to Company and SMLP confirming the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a partysame; (ek) proper financing statementsthe Company shall have delivered to the Directing Lenders a written and signed certificate from a responsible executive officer of the Company confirming that, in acceptable form for filing subject to those conditions precedent that will be satisfied on the Closing Date, under all conditions precedent to the UCC with the Secretary of State occurrence of the State of Delaware and any other applicable filing office Closing Date set forth in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and the other Definitive Documents have been satisfied (or if any such further instruments and conditions precedent have not been satisfied, identifying such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateralunsatisfied conditions precedent); (fl) legal opinions (addressed to each of the Secured Parties) of either (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets SMLP shall have received Interpretive Guidance from the Equityholder, perfection SEC confirming the applicability of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (iiRule 144(d)(3)(iv) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable Registration Statement shall be declared effective by the SEC covering all the common units held by Term Loan Lenders that become Directing Lenders and documented fees and expenses of counsel Transaction Consenting Lenders prior to the Administrative Agent expiration of the Solicitation Period that completed and returned the Lenders, of counsel Questionnaire prior to the Custodian and of counsel Questionnaire Deadline; (m) the Company shall have delivered to the Collateral Agent, Directing Lenders a written opinion of ▇▇▇▇▇ ▇▇▇▇▇ (or other counsel reasonably acceptable to the Securities Intermediary Requisite Directing Lenders) in form and substance as previously agreed; (n) the Collateral Administrator in connection with the transactions contemplated hereby, Ad Hoc Group Fees and Expenses shall have been paid by the Borrower;in full, in cash, in accordance with this Agreement; and (jo) evidence reasonably satisfactory The Term Loan Agent Fees and Expenses incurred at any time prior to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory paid in full in cash. Any of the Borrower and foregoing conditions may be waived only by both the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Requisite Directing Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the BorrowerCompany.

Conditions Precedent to Closing Date. The occurrence of No Lender shall be required or obligated to make or continue any Advance until the first Business Day on which the following conditions precedent have been satisfied (or waived, as evidenced by an “effective date” notice to the Borrower from the Lenders), as determined by each Lender (provided that if the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received does not occur on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicableTermination Date, the events set forth below Commitments of the Lenders shall have occurred (or terminate on such applicable conditions precedent have been waived by the Administrative Agentdate): (a) The Administrative Agent’s receipt of the following, each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall be originals or facsimiles (followed promptly by originals) (unless otherwise specified), each be in full force and effect; (b) true and complete copies certified properly executed by a Responsible Officer of the Borrower signing Loan Party (if executed by such Loan Party), each dated the date of all Governmental Authorizationsthe Borrowings (the “Closing Date”) (or, Private Authorizations in the case of certificates of governmental officials, a recent date before the Closing Date) and Governmental Filings, if any, required each in connection with form and substance satisfactory to the transactions contemplated by Lenders (unless otherwise specified) and in sufficient copies for each Lender (unless otherwise specified): (i) executed counterparts of this Agreement and the other Facility DocumentsCredit Agreements, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrower; (cii) each to the extent requested, duly executed Notes of the representations Borrower for the account of each Lender that has so requested, complying with the provisions of Section 2.13 of each Credit Agreement; (iii) executed counterparts of an amendment to the Security and warranties Intercreditor Agreement such that, immediately after giving effect to the repayment in full of the Existing Lender Debt, the Security and Intercreditor Agreement shall be amended to the form attached hereto as Exhibit B (the “SIA Amendment”), sufficient in number for distribution to each Lender, each Agent and the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);together with: (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (eA) proper financing statements, in acceptable form duly completed for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or reasonably desirable in order to perfect and protect the liens and security interests created under the Collateral Documents, covering the Collateral described in the Collateral Documents (after giving effect to the SIA Amendment); (B) results of lien searches, dated on or no earlier than 45 days before the Closing Date, under for existing financing statements filed in the UCC with jurisdictions referred to in Section 3.01(a)(iii)(A) since the Secretary of State date of the State Security and Intercreditor Agreement that name any Loan Party as debtor, together with copies of Delaware and any all such financing statements; and (C) evidence that all other applicable filing office in any applicable jurisdiction action that the Administrative Agent deems reasonably may deem necessary or desirable in order to perfect and protect the Liens and security interests in created under the Collateral contemplated by this Security and Intercreditor Agreement and such further instruments the Account Control Agreements (both before and such further actions after giving effect to the Transactions), other than the Other Perfection Requirements, has been taken; (iv) deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G and Exhibit H, as appropriate, and covering all Material Property (other than the Springdale Assets) owned by any Loan Party as of the Closing Date (together with the Assignments of Leases and Rents referred to therein and each other deed of trust, trust deed, mortgage, leasehold mortgage and leasehold deed of trust delivered pursuant to Section 5.01(p), the “Term Mortgages”), duly executed by the appropriate Loan Party, together with: (A) confirmation from the title insurance company recording the Term Mortgages that duly executed counterparts of the Term Mortgages sufficient for recording in all filing or recording offices that the Administrative Agent deems may deem necessary or desirable in order to create valid and subsisting Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties have been recorded, and evidence reasonably satisfactory to the Administrative Agent that all filing and recording taxes and fees have been paid; (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued by Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent, insuring the Term Mortgages for the properties described therein to be valid and subsisting Liens on the properties described therein, free and clear of all defects (including mechanics’ Liens and materialmen’s Liens) and encumbrances, excepting only Permitted Liens (other than mechanic’s liens and materialmen’s liens to be insured against under said policies), and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics’ and materialmen’s Liens) as the Administrative Agent may deem necessary or desirable; (C) at the Administrative Agent’s option, either (i) ALTA Surveys, for which all necessary fees (where applicable) have been paid, dated no more than 60 days before the Closing Date, of the properties described in the Term Mortgages, showing only such exceptions as are acceptable to the Administrative Agent, and each certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the State in which the property described in such survey is located and acceptable to the Administrative Agent; or (ii) affidavits of the Borrower and of the relevant Loan Parties, dated as of the date of the Borrowings, certifying to the Administrative Agent, the Collateral Agent, the Term B Lenders, the Term C Lenders and the title insurance company recording the Term Mortgages that there have been no changes, replacements or additions to the improvements on the properties described in the Term Mortgages which encroach upon the property or rights of others, which violate any setback or other zoning requirements or which violate any agreements of the Borrower or such Loan Parties, and otherwise in form and substance satisfactory to the Administrative Agent; (D) each in form and substance satisfactory to the Administrative Agent, (i) such consents and estoppel letters from lessors of leased property, including the Gleason Lessor and licensors of rights with respect to the properties described in the Term Mortgages, (ii) such consents and estoppel letters from benefited parties under easement agreements as the Administrative Agent shall have requested and (iii) agreements subordinating any ground lessor’s fee interest to the applicable Term Mortgage pursuant to the terms of the applicable lease agreement; (E) confirmation from the title insurance company recording the Term Mortgages with respect to the validity and (subject to the exceptions and encumbrances permitted therein) the priority of the Term Mortgages; and (F) evidence that all action (including payment by the Borrower to the title insurance company recording the Term Mortgages of the amount previously notified by such title insurance company to the Borrower as necessary for it to record the Term Mortgages) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Borrower and the Loan Parties under the Financing Documents have been taken; (v) deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit I, Exhibit J, Exhibit K and Exhibit L, and covering the Springdale Assets (together with the Assignments of Leases and Rents referred to therein, the “Springdale Mortgages”), duly executed by the appropriate Loan Party, together with: (A) confirmation from the title insurance company recording the Springdale Mortgages that duly executed counterparts of the Springdale Mortgages sufficient for recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and the Collateral Agent have been recorded, and evidence reasonably satisfactory to the Administrative Agent that all filing and recording taxes and fees have been paid; (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued by Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent, insuring the Springdale Mortgages for the properties described therein to be valid and subsisting Liens on the properties described therein, free and clear of all defects (including mechanics’ Liens and materialmen’s Liens) and encumbrances, excepting only Permitted Liens (other than mechanic’s liens and materialmen’s liens to be insured against under said policies), and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics’ and materialmen’s Liens) as the Administrative Agent may deem necessary or desirable; (C) at the Administrative Agent’s option, either (i) ALTA Surveys, for which all necessary fees (where applicable) have been paid, dated no more than 60 days before the Closing Date, of the properties described in the Springdale Mortgages, showing only such exceptions as are acceptable to the Administrative Agent, and each certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the State in which the property described in such survey is located and acceptable to the Administrative Agent; or (ii) affidavits of the Borrower and of the relevant Loan Parties, dated as of the date of the Springdale Borrowing, certifying to the Administrative Agent, the Collateral Agent’s first-priority security interest , the Lenders and the title insurance company recording the Springdale Mortgages that there have been no changes, replacements or additions to the improvements on the properties described in the CollateralSpringdale Mortgages which encroach upon the property or rights of others, which violate any setback or other zoning requirements or which violate any agreements of the Borrower or such Loan Parties, and otherwise in form and substance satisfactory to the Administrative Agent; (fD) each in form and substance satisfactory to the Administrative Agent, (i) such consents and estoppel letters from lessors of leased property, including licensors of rights with respect to the properties described in the Springdale Mortgages, (ii) such consents and estoppel letters from benefited parties under easement agreements as the Administrative Agent shall have requested and (iii) agreements subordinating any ground lessor’s fee interest to the applicable Springdale Mortgage pursuant to the terms of the applicable lease agreement; (E) confirmation from the title insurance company recording the Springdale Mortgages with respect to the validity and (subject to the exceptions and encumbrances permitted therein) the priority of the Springdale Mortgages; and (F) evidence that all action (including payment by the Borrower to the title insurance company recording the Springdale Mortgages of the amount previously notified by such title insurance company to the Borrower as necessary for it to record the Springdale Mortgages) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Borrower and the Loan Parties under the Financing Documents have been taken; (vi) certified copies of resolutions of the Board of Directors of each Loan Party (A) approving the Transactions to which each such Loan Party is or is to be a party (the “AESC Transactions”) and (B) the execution, delivery and performance of each Transaction Document to which such Loan Party 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 AESC Transactions and each Transaction Document to which such Loan Party is or is to be a party; (vii) copies of a certificate of the Secretary of State of the jurisdiction of formation of each Loan Party, certifying (A) as to a true and correct copy of the certificate of incorporation or formation of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly formed and in good standing or presently subsisting under the laws of the State of its jurisdiction of formation; (viii) copies of a certificate of the Secretary of State of each jurisdiction (other than the jurisdiction of its formation) set forth on Schedule 4.01(b) for each Loan Party stating that such Loan Party is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (ix) certificates signed on behalf of each Loan Party by its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Closing Date), certifying (A) as to a true and correct copy of the Constituent Documents of such Loan Party as of the Closing Date and each amendment to its Constituent Documents, if any, from the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted to the Closing Date, (B) the due incorporation or formation and good standing or valid existence of such Loan Party under the laws of the jurisdiction of its formation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party; and (C) the names and true signatures of the officers of such Loan Party authorized to sign each Financing Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (x) copies of each of the interim Consolidated financial statements (consolidated balance sheets and income statements) of the Parent and its Subsidiaries and the Borrower and its Subsidiaries for each of the first three fiscal quarters of the Parent and the Borrower for Fiscal Year 2003, accompanied by an Officer’s Certificate of the Borrower certifying that, (A) the copies of such financial statements fairly present the financial conditions of the Borrower and its Subsidiaries as of the date of such financial statements and the results of operations of the Borrower and its Subsidiaries for the period indicated in such financial statements, all in accordance with GAAP and subject to normal year-end audit adjustments and the absence of footnotes and (B) such financial statements have been duly filed with the SEC; (xi) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent on a consolidated and unconsolidated basis for each fiscal quarter commencing with the fiscal quarter ending March 31, 2004 through the fiscal quarter ending March 31, 2011; (xii) legal opinions of appropriate counsel for the Loan Parties, as to such matters as any Lender may reasonably request; (addressed to each xiii) legal opinions of the Secured Parties) of (i) appropriate counsel to the BorrowerAdministrative Agent (including, the Collateral Manager without limitation, Shearman & Sterling LLP) and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and , as to such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall may reasonably request; (gxiv) reserved; (h) all copies of each Material Governmental Approval, accompanied by an Officer’s Certificate of the Covered Accounts shall have been established Borrower, attaching copies of all Material Governmental Approvals and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it certifying that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (iiA) the reasonable and documented fees and expenses copies of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory each of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.Material Governm

Conditions Precedent to Closing Date. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the time that each of the following conditions has been satisfied (the date, if any, upon which such conditions are first satisfied is referred to herein as the “Closing Date”): (a) Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof; provided, however, that Borrowers shall not be required to deliver a Lien Waiver on the Closing Date for a location for which Agent has established a Rent and Charges Reserve. (b) [Reserved.] (c) Each Collateral and Guarantee Requirement shall have been satisfied and Agent shall have received a completed Perfection Certificate dated as of the Closing Date and signed by an executive officer or Financial Officer of each Obligor, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code, PPSA and equivalent filings made with respect to the Obligors in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to Agent (including PPSA estoppel letters) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to UCC-3 financing statements, PPSA termination statements or other release documentation delivered to Agent. (d) Agent shall have received duly executed agreements establishing and/or evidencing each Dominion Account and (where applicable) related lockbox and each Controlled Account, each in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower and each Mexican Domiciled Obligor certifying that, after giving effect to the initial Loans and transactions hereunder, (i) no Default exists; (ii) the representations and warranties set forth in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents (including, without limitation, charter documents of such Obligor that are, except with respect to a UK Domiciled Obligor or a Dutch Domiciled Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization) are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and (with respect to the U.S. Obligors, together with the resolutions delivered pursuant to Section 6 of the Original Loan Agreement) constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of Cahill Gordon & Reindel LLP, as well as any local counsel to Obligors or Agent (including, without limitation, Canadian, English, Mexican and Dutch counsel), in form and substance satisfactory to Agent. (h) Agent shall have received good standing certificates for each Obligor (other than the Dutch Domiciled Obligors) issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction in the United States, Canada, the United Kingdom, Mexico or the Netherlands where such Obligor’s conduct of business or ownership of Property necessitates qualification (in each case, to the extent that such certificates or certificates of similar subject matter are issued, in general, by such officials in such jurisdictions). (i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, together with a loss payable endorsement naming Agent as loss payee and reasonably acceptable to Agent, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of Obligors and their Subsidiaries, taken as a whole, or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2014. The capital structure of the Obligors shall be satisfactory to Agent. (k) Borrowers shall have paid all fees and expenses (provided that legal fees required to be paid as a condition precedent to the occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject limited to the conditions precedent that the Administrative Agent shall such legal fees as to which Borrowers have received on or before a summary invoice) required to be paid to Agent and/or the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, Lenders under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent Loan Documents on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder;. (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied;Report as of the most recent month ending at least 15 days prior to the Closing Date. (m) Agent and the Borrower Lenders shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 Patriot Act and other AML Legislation. (yn) if Agent shall have received executed copies of the any Term Loan Document or modifications to the Term Loan Documents executed in connection with the Transactions, which shall be in form and substance satisfactory to Agent and shall be in full force and effect. (o) Agent shall have received the originals of any pledged Collateral representing all of the issued and outstanding shares of the Equity Interests constituting Collateral and required to be delivered to Agent under the Loan Documents, in each case together with stock powers (or the equivalent, including, without limitation, endorsements (endosos)) duly executed in blank with respect thereto (except with respect to uncertificated pledged Collateral and such Collateral that constitutes Term Priority Collateral). (p) Agent shall have received payoff or release letters, in form and substance satisfactory to Agent, confirming that the Obligors and their Subsidiaries are released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Liens existing with respect to any such Debt in and to the assets of the applicable Obligors and their Subsidiaries, together with termination statements and other documentation evidencing the termination of any such Liens in and to the properties and assets of the applicable Obligors and their Subsidiaries. (q) Agent shall have received evidence, in form and substance satisfactory to Agent, that the Mexican Domiciled Obligors have irrevocably appointed the Borrower qualifies as Agent, before a “legal entity customer” under the Beneficial Ownership RegulationMexican notary public, a Beneficial Ownership Certification special irrevocable power of attorney, in relation the form of Exhibit E, to the Borroweract as its agent for service of process.

Conditions Precedent to Closing Date. The occurrence obligation of the Closing Date and the obligation of each Lender Lenders to make any Advance Loans and 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 all of its required Loans and Advances hereunder on the Closing Date: (a) The Agent’s receipt of executed counterparts of this Agreement (including exhibits and schedules), which shall be subject originals or PDF copies unless otherwise specified, properly executed by a duly authorized officer of the Borrower, dated the Closing Date, and in form and substance satisfactory to the conditions precedent Agent and each of the Lenders. (b) As of the Closing Date, except as disclosed in the Public Filings, there shall have occurred no event or circumstance that could reasonably be expected to result in a Material Adverse Change since December 31, 2020. (c) All fees due to the Agent, the Arrangers and the Lenders shall have been paid, and all expenses to be paid or reimbursed to the Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Closing Date shall have been paid, in each case, from the proceeds of the initial funding hereunder (provided that the Administrative accrued fees and expenses of counsel to the Agent shall be paid directly by the Borrower). (d) The Borrower shall have provided to the Agent, (i) within four days prior to the Closing Date, the documentation and other information required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the U.S.A. Patriot Act, to the extent requested by the Agent or any Lender at least seven days prior to the Closing Date and (ii) at least four days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. CHAR1\1986393v3 (e) The Agent shall have received on or before the Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, Agent and (except for the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Notes) in sufficient copies for each Lender: (ai) A Note for each Lender that has requested a Note pursuant to Section 2.16, including, if requested, a Swing Line Note for the Swing Line Lender. (ii) Certified copies of the Facility Documents (other than resolutions of the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer Board of Directors of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the Notes, and of all documents evidencing other Facility Documents necessary corporate action and governmental approvals, if any, with respect to which it is a party this Agreement and the transactions contemplated hereby and thereby, Notes. (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as A certificate of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default Secretary or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature an Assistant Secretary of each of its Responsible Officers the Borrower and Subsidiary Guarantor certifying the names and true signatures of the officers of such Loan Party authorized to execute the Facility Documents sign each Loan Document to which it is a party;. (eiv) proper financing statements, in acceptable form A good standing certificate as of a recent date for filing on each of the Closing Date, under the UCC with Borrower and Subsidiary Guarantor from the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;Delaware. (fv) legal opinions (addressed to each An officer’s certificate from an executive officer of the Secured PartiesBorrower regarding satisfaction of the conditions precedent set forth in Sections 3.01(b) and 3.02. (vi) Favorable opinions of (iA) ▇▇▇▇▇ ▇▇▇▇▇ LLP, New York counsel to for the Borrower, substantially in the Collateral Manager form of Exhibit D‑1 hereto and the Equityholder(B) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status General Counsel of the Borrower under Borrower, substantially in the Investment Company Act)form of Exhibit D-2 hereto. (vii) The Subsidiary Guaranty, substantive non-consolidation executed by a duly authorized officer of the Borrower with the Equityholdersuch Subsidiary Guarantor, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters dated as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, and substantially in the form of Exhibit E hereto. (xviii) Certified copies of the consents of the sole manager of the Subsidiary Guarantor approving the Subsidiary Guaranty, and of all documentation documents evidencing other necessary corporate action and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsgovernmental approvals, including if any, with respect to the PATRIOT Act and Subsidiary Guaranty. (yf) if The Agent shall have received evidence that the Borrower qualifies as a “legal entity customer” under has terminated the Beneficial Ownership Regulation, a Beneficial Ownership Certification Existing Credit Agreement and repaid in relation to the Borrowerfull all obligations owing thereunder.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to occur when the following conditions precedent that have been satisfied in the Administrative sole discretion of the Agent and the Agent shall have received on or before the Closing Date such date the following, each dated (unless otherwise indicated) the Closing Date and, with respect to all such documents referred to in form Section 8.1(a), Section 8.1(b), Section 8.1(c), and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):Section 8.1(d) in sufficient copies for each Lender: (a) from each Borrower: (i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank and the Lenders; (ii) Notes of the Borrowers dated the Closing Date, properly executed by the Borrowers to the order of the Lenders, respectively; and (iii) the Swing Line Note, dated the Closing Date, properly executed by the Floor Plan Borrowers to the order of the Swing Line Bank. (b) from each Borrower a ratification of all prior liens and security interests granted in the below named documents (to the extent still relevant) in a form satisfactory to Agent (the "RATIFICATION AGREEMENT") or, if any Borrower has not previously executed same, executed originals of the following: (i) the Security Agreement; (ii) the Escrow and Security Agreement; (iii) the GM Borrower Guaranty; and (iv) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) which, if required by this Agreement, shall be duly executed and delivered by the parties thereto, which shall each be in full force and effect;. (bc) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of the Company and each of its Subsidiaries, certifying that (A) attached are true and complete copies certified of its constituent documents, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by a Responsible Officer its Board of Directors, members or partners authorizing the Borrower execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the BorrowerAgreement, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the BorrowerNotes, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Swing Line Note and/or Loan Documents to which it is a party party, and the transactions contemplated hereby that such resolutions have not been modified, rescinded or amended and thereby, (iii) that each of such Person’s representations are in full force and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingeffect, and (vC) as to the incumbency and specimen signature of each officer of its Responsible Officers authorized to execute each Borrower executing this Agreement, the Facility Notes, the Swing Line Note, any of the Loan Documents to or any other document delivered in connection herewith or therewith; (ii) a certificate of another officer of each Borrower, which it is a party;party to this Agreement, the Notes, the Swing Line Note and/or any of the Loan Documents as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Person; and (iii) such other documents as the Agent may reasonably request. (d) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default. (e) proper financing statements, in acceptable form for filing on the Closing Date, under Agent's Letter duly executed by the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;Company. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to Floor Plan Agent's Letter duly executed by the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;Company. (g) reserved;the opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in the form of Exhibit 8.1(g) hereto. (h) all of an Administrative Questionnaire completed by each Lender and, if required, the Covered Accounts shall have been established and shall be subject to the Account Control Agreement;tax forms set forth in Section 5.14. (i) evidence an intercreditor agreement, reasonably satisfactory to it the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting -64- forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness. (j) evidence that (i) all the fees and expenses due disbursements required to be paid by the Company pursuant to Section 5.4 and owing to the Administrative Agent Section 13.4 on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account;paid. (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) evidence that all payments shall be made directly UCC-1 filings and other Liens not permitted pursuant to the Collection Account and all Collections received this Agreement which are existing or reflected in searches performed by the Borrower Agent or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance counsel as of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation Date have been released and/or terminated to the Borrowersatisfaction of the Agent and its counsel.

Conditions Precedent to Closing Date. The occurrence This Agreement shall become effective on and as of the date (the "Closing Date Date"), on which each of the following conditions precedent shall have been satisfied: (a) No Material Adverse Change shall have occurred since January 31, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their properties, including any Environmental Action, pending or to the best of the Borrowers' knowledge, threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect, or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby. (c) The Borrowers shall have paid to the Administrative Agent all reasonable accrued fees of the Agents and the obligation Lenders (including the upfront fee to be paid with respect to this Agreement and the accrued fees and expenses of each Lender counsel to make the Administrative Agent). (d) All governmental and third party consents and approvals necessary in connection with this Agreement shall have been obtained (without the imposition of any Advance hereunder on conditions other than those that are reasonably acceptable to the Closing Date Administrative Agent) and shall remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be subject to applicable, in the reasonable judgment of the Administrative Agent, that restrains, prevents or imposes adverse conditions precedent that the upon this Agreement or any related transactions. (e) The Administrative Agent shall have received on or before the Closing Date the following, each dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors of each Borrower and of each other Loan Party approving this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, each other Loan Document and each Related Document. (iii) A copy of the charter of each Borrower and of each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial Borrowing) by the Secretary of State of the State of their respective states of incorporation or organization as being a true and correct copy thereof. (iv) A copy of a certificate of the Secretary of State of the State of their respective states of incorporation or organization, dated reasonably near the Closing Date, listing the charter or other organizational documents of each Borrower and of each other Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrowers' or such other Loan Party's charter or other organizational documents on file in his office, (B) each Borrower and each other Loan Party have paid all franchise taxes to the date of such certificate and (C) each Borrower and each other Loan Party are duly incorporated or organized and in good standing under the laws of the State of their respective states of incorporation or organization. (v) A copy of a certificate of the Secretary of State of the Commonwealth of Pennsylvania, dated reasonably near the Closing Date, stating that GNCI is duly qualified and in good standing 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 each of the Borrowers and each other Loan Party, signed on behalf of each Borrower or such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Closing Date (the statements made in such certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter or other organizational documents of such Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(e)(iv), (B) the truth and accuracy of the bylaws of such Borrower or such other Loan Party as in effect on the Closing Date (a copy of which shall be attached to such certificate), (C) the due incorporation or organization and good standing of such Borrower or such other Loan Party as a corporation or limited partnership organized under the laws of the State of its respective state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Borrower or such other Loan Party, (D) the truth and accuracy 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 initial Borrowing, that constitutes a Default. (vii) A certificate of the Secretary or an Assistant Secretary of each Borrower and of each other Loan Party certifying the names and true signatures of the officers of such Borrower and of such other Loan Party authorized to sign this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be parties and the other documents to be delivered hereunder and thereunder. (viii) A guaranty in substantially the form of Exhibit D hereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Parent Guaranty"), duly executed by GNCI and GNI and a guaranty in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor. (ix) Certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent, ortogether with all agreements, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (instruments and other than the Collateral Administration and Agency Fee Letter) duly executed and documents delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with therewith. (x) Such financial, business and other information regarding the transactions contemplated by this Agreement Borrowers and the each other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct Loan Party as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice reasonably requested, including, without limitation, (A) information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and under Plans, Multiemployer Plans, Welfare Plans and collective bargaining agreements, (B) annual audited financial statements for the Fiscal Year ended January 31, 1998 of Borrowing with respect to such Advance demonstrating that immediately after GNCI, (C) interim financial statements dated the making end of such initial Advance, the Borrowing Base Test shall be satisfied; most recent Fiscal Quarter for which financial statements of GNCI are available and (mD) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (orforecasts prepared by management of GNCI, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly form and substance satisfactory to the Collection Account Administrative Agent, of balance sheets, income statements and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent cash flow statements on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borroweran annual basis through Fiscal Year 2002.

Conditions Precedent to Closing Date. The occurrence This Agreement shall become effective on and as of the Closing Date first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the obligation other Loan Documents signed on behalf of each Lender such party or (ii) written evidence reasonably satisfactory to make the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Since December 31, 2017, there shall not have occurred any Advance hereunder on event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) All fees due to the Administrative Agent, the Arrangers and the Lenders shall have been paid, and all expenses of the Administrative Agent and the Arrangers that are required to be paid or reimbursed by the Borrower and that have been invoiced at least three Business Days prior to the Closing Date shall have been so paid or reimbursed. (d) On the Closing Date, the following statements shall be subject to the conditions precedent that true and the Administrative Agent shall have received on or before a certificate of the Borrower, dated the Closing Date the followingDate, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent):stating that: (ai) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each Each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained set forth in the Facility Documents shall be Section 4.01 are true and correct as of the Closing Date in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier datein all respects); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder on and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties expressly relate to any earlier dateare qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), ; and (ivii) that no Default or Event of Default No event has occurred and is continuing, and (v) or shall occur as to a result of the incumbency and specimen signature occurrence of each of its Responsible Officers authorized to execute the Facility Documents to which it is Closing Date, that constitutes a party;Default. (e) proper financing statements, in acceptable form for filing The Administrative Agent shall have received on or before the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary each dated on or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and about such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;date: (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower, the Collateral Manager and the Equityholderof all documents evidencing other necessary corporate action and governmental approvals, covering customary corporate matters (including opinions regarding no conflict if any, with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers respect to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control this Agreement; (iii) evidence A certificate of the 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 and the other documents to be delivered by it hereunder; and (iii) A favorable opinion letter from (A) ▇▇▇▇▇▇▇ ▇▇▇▇, Divisional Vice President, Associate General Counsel and Assistant Secretary of the Borrower and (B) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as New York special counsel to the Borrower (or, in each case, such other counsel as may be reasonably satisfactory to it that (i) all fees and expenses due and owing acceptable to the Administrative Agent Agent), in each case, in the form agreed on or prior to the Closing Date Date. (f) The 2014 Credit Agreement shall have been received or will be received contemporaneously terminated in accordance with Section 8.15. (g) To the Closing Date; and extent requested by a Lender, delivery of executed promissory notes. (iih) To the reasonable and documented fees and expenses of counsel to extent requested by any Lender through the Administrative Agent and the Lenders, of counsel in writing at least 10 Business Days prior to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, provided the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if Patriot Act, at least three Business Days prior to the Closing Date. The Administrative Agent shall notify the Borrower qualifies as a “legal entity customer” under and the Beneficial Ownership RegulationLenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), a Beneficial Ownership Certification in relation to and such notice shall be conclusive and binding evidence of the Borroweroccurrence thereof.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager Servicer and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager Servicer and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets Loans from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Document Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (ih) evidence reasonably satisfactory to it that (i) all fees (to the extent invoiced at least two (2) Business Days prior to the Closing Date) and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the Custodian and of counsel to Document Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (ji) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (kj) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (lk) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (ml) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets Loans (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (nm) sufficiently in advance of the Closing Date, (x) 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 (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Closing Date. The occurrence effectiveness of this Agreement is subject to each of the Closing Date following conditions precedent and no Loan shall be made hereunder unless each of the following is satisfied (as reasonably determined by the Bank) or waived by the Bank: (a) The Borrower will have duly executed and delivered or caused to have been delivered each of the following: (1) This Agreement and the obligation other Loan Documents, together with all Exhibits and Schedules thereto; (2) The Note; (3) Opinion letter(s) of each Lender to make any Advance hereunder on the Closing Date shall be subject counsel to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance Borrower reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred Bank; (or such applicable conditions precedent have been waived by the Administrative Agent): 4) (a) each copies of the Facility Documents (other than the Collateral Administration Operative Documents, and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer copy of the Borrower Borrower’s resolutions adopted authorizing the execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Loan Documents; (c5) each The certificate of the representations and warranties of incorporation for the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be certified as true and correct as of by the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)applicable regulatory authority; (d6) one A good standing certificate (or more certificates of a Responsible Officer of each of comparable certificate) from the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by organization for the Borrower; (j7) evidence A Closing Certificate in form reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve AccountBank; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder8) A Borrowing Base Certificate; (l9) with respect For each Investor, its duly executed and delivered Subscription Agreement and, to any Advance to be made on the Closing Dateextent applicable, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfiedSide Letter; (m10) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all All documentation and other information required by bank regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including AML Legislation, the PATRIOT Act and OFAC; (y11) if A copy of each of the Advisory Agreement, the Administration Agreement, and the License Agreement; and (12) Such other information and documents as may reasonably be required by the Bank and its counsel. In addition, the Bank shall have completed to its reasonable satisfaction its due diligence review of the Borrower qualifies and its management, controlling owners, systems and operations. (b) The following shall have occurred: (1) The Bank shall have received copies of UCC search reports dated such a date as a “legal entity customer” is reasonably satisfactory to the Bank, listing all effective financing statements filed against the Borrower with copies of such financing statements. (2) The Bank shall have received all fees and expenses due and owing to Bank under this Agreement and the Beneficial Ownership Regulationother Loan Documents prior to the date hereof and, a Beneficial Ownership Certification to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder, including the fees and disbursements invoiced through the date hereof of the Bank’s special counsel, M▇▇▇▇ ▇▇▇▇▇ LLP. (3) The representations and warranties set forth in relation Section 7 of this Agreement and each other Loan Document shall be true and correct as of the date hereof. (c) The following shall not have occurred: (1) Any material adverse change in the Bank’s understanding of the facts and information presented to it, or any material litigation or claims shall have been filed with respect to the Borrower; (2) Any Material Adverse Effect; or (3) Any Event of Default.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligation of each Lender conditions precedent to make any Advance hereunder closing on the Closing Date shall be subject the execution, where applicable, and delivery to the conditions precedent that Agent of the Administrative Agent shall have received on or before items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender: (a) from each Borrower: (i) a counterpart of this Agreement (to which all of the followingExhibits and Schedules have been attached) executed by the Borrowers, each the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders; (ii) Notes properly executed by the Borrowers to the Lenders, respectively; and (iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank; (iv) the Reaffirmation of Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) ; each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) which, if required by this Agreement, shall be duly executed and delivered by the parties thereto, which shall each be in full force and effect;. (b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said ▇▇▇▇▇▇▇▇, certifying that (A) attached are true and complete copies certified of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by a Responsible Officer its Board of Directors, members or partners authorizing the Borrower execution, delivery and performance of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the BorrowerAgreement, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Notes and/or Loan Documents to which it is a party party, and the transactions contemplated hereby that such resolutions have not been modified, rescinded or amended and therebyare in full force and effect, (iii) or that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingdocuments have been provided, and (vC) as to the incumbency and specimen signature of each officer of its Responsible Officers authorized to execute each Borrower executing this Agreement, the Facility Notes, any of the Loan Documents to which it is or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request. (c) from each Borrower a party;certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default. (d) the Agent’s Letter duly executed by the Company. (e) proper financing statements, in acceptable form for filing on the Closing Date, under Upfront Fee Letter duly executed by the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral;Company. (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Floor Plan Agent’s security interest in Letter duly executed by the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request;Company. (g) reserved;the Co-Lead Arranger Letters, each duly executed by the Company. (h) all an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Covered Accounts shall have been established and shall be subject Loan Documents, addressed to the Account Control Agreement;Agent and the Lenders and in form and substance reasonably satisfactory to the Agent. (i) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14. (j) evidence reasonably satisfactory to it that (i) all the fees and expenses due disbursements required to be paid by the Company pursuant to Section 5.4 and owing to the Administrative Agent Section 13.4 on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account;paid. (k) a solvency certificate reasonably satisfactory evidence that all UCC-1 filings and other Liens that are not permitted pursuant to it from an authorized signatory this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Borrower Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and the Equityholder;its counsel. (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice evidence of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied;insurance required by Section 9.3. (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required requested by the Agent or any Lender to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act. (yn) At least five days prior to the Closing Date, if the any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation to the such Borrower.