Common use of Conditions Precedent to Initial Advance Clause in Contracts

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) the list of Initial Collateral Assets from the Borrower;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial Collateral Assets from its board of directors or members approving this Agreement and the Borrowerother Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from the Borrowercontemplated by this Agreement;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (k) evidence that (i) all fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date); and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the Closing Date, shall have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) on the list of Initial Closing Date (or, if no Collateral Assets from have been acquired by the Borrower on the Closing Date, the first Business Day on which one or more Collateral Assets have been acquired by the Borrower), at least 5.00% of the Aggregate Net Collateral Balance consists of Retention Holder Originated Collateral Assets;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent and Collateral Administrator Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Investment Advisor certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Investment Advisor, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (k) evidence that (i) all invoiced fees and expenses due and payable to each Lender on or prior to the Closing Date in accordance with Section 13.04(a) have been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby and in accordance with Section 13.04(a) (to the extent invoiced on or prior the Closing Date) shall have been paid by the Borrower; and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent and Collateral Administrator Fee Letter) in accordance with Section 13.04(a) that are invoiced at least one Business Day prior to the Closing Date shall have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Account Control Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advance. The effectiveness of this Agreement and of the obligation of each Lender hereunder to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that waiver by the Administrative Agent shall have received of the following conditions precedent on or before prior to the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative AgentDate: (a) each of the Facility Documents (other than and the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) Performance Guaranty duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder Parent, the Seller and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; Date and, to the extent applicable, (cx) a certificate of a Responsible Officer certified within forty-five (45) days of the Borrower certifying Closing Date by the appropriate governmental official and (iy) certified by its secretary or an assistant secretary as to its Constituent Documentsof the Closing Date, in each case, as being in full force and effect without modification or amendment, (ii) as signature and incumbency certificates of the officers of such Person executing the Facility Documents to its which it is a party, (iii) resolutions of the board of directors or other action of its similar governing body of each of the Borrower, the Parent, the Seller and the Servicer approving and authorizing the execution, delivery and performance of this Agreement and the other Facility Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iv) a good standing certificate from the applicable Governmental Authority of each of the Borrower’s, the Parent’s, the Seller’s and the Servicer’s jurisdiction of incorporation, organization or formation and, with respect to the Borrower, in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business except where such failure to be qualified would not reasonably be expected to have a Material Adverse Effect, each dated a recent date prior to the Closing Date; (c) each of the Borrower, the Seller and the Servicer shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable to be obtained by them, in connection with the transactions contemplated by the Facility Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent other than those consents or approvals that failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (d) the Borrower and the Seller shall have delivered to the Administrative Agent an originally executed Closing Date Certificate, in each case, dated as of the Closing Date; (e) the Administrative Agent shall have received a Solvency Certificate from each of the Borrower and the Seller, in each case, dated as of the Closing Date; (f) financing statements, to be filed on the Closing Date, under the UCC in each jurisdiction necessary to perfect the security interest of the Administrative Agent in the Collateral, as contemplated by this Agreement; (g) copies of financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any transferor; (h) legal opinions (addressed to each of the Secured Parties) of one or more firms of counsel to the Borrower, the Parent and the Seller and an in-house legal opinion of the Servicer, in each case, covering such matters as the Administrative Agent and its counsel shall reasonably request including, but not limited to, opinions regarding substantive non-consolidation, true sale, enforceability, covered fund matters under the ▇▇▇▇▇▇▇ Rule, no conflicts and perfection; (i) evidence reasonably satisfactory to it that all of the Borrower Accounts shall have been established; (j) evidence that (x) all fees to be received by the Administrative Agent and each Lender on or prior to the date of the initial Advance pursuant to the Fee Letter; and (y) the accrued reasonable and documented out-of-pocket and third party fees and expenses of the Administrative Agent and the Lenders associated with the review, preparation, execution and delivery of the Facility Documents and the closing of the transactions contemplated hereby and thereby, (iii) that its representations including rating agency conduit affirmation fees to the extent attributable to this Agreement and warranties set forth the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the Facility Documents to which it is a party are true and correct transactions contemplated hereby, shall have been paid by the Borrower, in all material respects as of the Closing Date (except each case to the extent such representations fees and warranties expressly relate expenses were invoiced to the Borrower at least two (2) Business Days prior to such date; and (k) the Administrative Agent shall not have become aware, since March 31, 2020, of any earlier datenew information or other matters not previously disclosed to the Administrative Agent relating to the Borrower, the Parent, the Seller or the Servicer or the transactions contemplated herein that the Administrative Agent, in which case its reasonable judgment, deems inconsistent in a material and adverse manner with the information or other matters previously disclosed to the Administrative Agent relating to the Borrower, the Parent, the Seller and the Servicer; and (l) the Administrative Agent shall have received certificates from the Servicer’s insurance broker, or other evidence satisfactory to it that all insurance required to be maintained under the Servicing Agreement, is in full force and effect, and the Administrative Agent shall have completed its review of the insurance coverage for the Servicer and the results of such representations and warranties review shall be true and correct in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as satisfactory to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) the list of Initial Collateral Assets from the Borrower;Administrative Agent.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have has received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (k) [reserved]; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; and (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower;Borrower as the Agents or any Lender shall have reasonably requested prior to the Closing Date.

Conditions Precedent to Initial Advance. The obligation of each Lender Alliance to make its fund the initial Advance hereunder shall be is subject to the fulfillment, to the satisfaction (or written waiver) of Alliance in its sole discretion, of each of the conditions set forth in Section 3.02 and 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 Agentfollowing conditions: (a) The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the funding, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing as of the date of the funding nor shall either result from the making of the funding; (c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making of such funding shall have been issued and remain in force by any governmental authority against Borrower, Alliance, or any of their Affiliates; (d) Borrower shall have delivered to Alliance or its Custodian if Alliance so directs Borrower, each Note File; (e) Alliance shall have received each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) Loan Documents, duly executed by Borrower or Guarantor, as applicable, and delivered by the parties thereto, which each such document shall each be in full force and effect; (bf) true Borrower shall have provided evidence satisfactory to Alliance that its lien in the Collateral shall be a lien of first-priority (subject to Permitted Liens); (g) A field audit, satisfactory to Alliance in its sole and complete copies absolute discretion, shall have been conducted by or on behalf of Alliance of the Constituent Documents Collateral and of the Borrower’s operations or business, with the Equityholder cost and the Investment Advisor and expense of the Investment Management Agreement, each as in effect on the Closing Datesuch audit to be borne solely by Borrower; (ch) Alliance shall have received a certificate from the manager or members of a Responsible Officer Borrower, and each entity Guarantor, as required, attesting to the resolutions of Borrower’s or such Guarantor’s members and managers authorizing its execution and delivery of all of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action documents evidencing the purchase of its governing body approving the Collateral and of this Agreement and the other Facility Loan Documents to which it Borrower or such Guarantor is a party and the transactions contemplated hereby authorizing specific officers, managers or members of Borrower or Guarantor to execute same; (i) Alliance shall have received copies of Borrower’s, and therebyeach entity Guarantor’s, (iii) that its representations formation documents and warranties set forth in the Facility Documents any operating agreements or member agreements, as amended, modified, or supplemented to which it is a party are true and correct in all material respects as of the Closing Date Date, certified by the manager of Borrower or such Guarantor; (except j) Alliance shall have received a certificate of LLC status with respect to Borrower and each entity Guarantor by the extent Secretary of State of its state of formation, which certificate shall indicate that such representations entity is in good standing; (k) Alliance shall have recevied a a Certificate (in form and warranties expressly relate substance acceptable to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ivAlliance) that no Default or Event of Default has occurred and is continuing, and (v) certifying as to the incumbency and specimen signature existence of each of its Responsible Officers as trust Guarantor and authority of the Closing Date authorized trustee(s) of each trust Guarantor to execute and deliver their respective Guarantees, and such other matters as Alliance may require. (l) Borrower shall have confirmed to Alliance that each property encumbered by a Note Mortgage and securing a Eligible Note is insured by a policy of casualty insurance meeting the Facility Documents to which it is a partyrequirements of Section 6.10 hereof; (dm) Alliance shall have received the list certified copies of Initial Collateral Assets from the policies of insurance, together with the endorsements thereto, as are required by Section 6.10 hereof, the form and substance of which shall be satisfactory to Alliance in its sole and absolute discretion; (n) Payment of Alliance’s fees and reimbursable costs and expenses due under this Agreement through the date of initial Advance, including without limitation all legal expenses, filing and recording fees, incurred through the date of the closing of this Agreement, shall have been made to Alliance; (o) Evidence Borrower is licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary shall have been provided to Alliance; (p) A Customer Identification Information Form and such other forms and verification as Alliance may need to comply with the U.S.A. Patriot Act and other applicable laws and regulations.; (q) Borrower shall provide a Borrowing Base Certificate computed as of a date not more than thirty (30) days prior to such Advance. (r) No material adverse change shall have occurred relative to Borrower;, Borrower’s business activities, operations and projections, the Collateral, or the liens, security interest, or rights of Alliance; and (s) Such other documents as Alliance in its reasonable discretion may require.

Conditions Precedent to Initial Advance. (a) The obligation of each the Lender to make its the initial Advance hereunder shall be is subject to the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 Lender at the time such initial Advance is requested and 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 Agentmade: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth made by the Credit Parties in the Facility Credit Documents to or which it is a party are true and correct contained in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier datecertificate furnished at any time under or in connection herewith, in which case such representations and warranties or therewith, shall be true and correct in all material respects on and as of the date of such Advance as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date), ; (ivii) that no Default or Event of Default has shall have occurred and is continuingbe continuing on such date or after giving effect to such Advance and the Lender has received a certificate of a senior financial officer of the Borrower so certifying to the Lender; (iii) immediately after giving effect to the making of any such Advance (and the application of the proceeds thereof), and the aggregate sum of the Advances shall not exceed the Commitment Amount; (iv) there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or any of its Subsidiaries, or any Mining Property, which has had or could be expected to have, a Material Adverse Effect, or which could be expected to affect the legality, validity or enforceability of this Agreement or any other Credit Document, that has not been settled, dismissed, vacated, discharged or terminated; (v) as the plaintiffs in the litigation matter 12 OC 00015 1B filed in the First Judicial Court of the State of Nevada in ▇▇▇▇▇▇ City shall have executed and delivered a consent addressed to the incumbency Lender and specimen signature the Borrower in form satisfactory to the Lender; (vi) no Material Adverse Effect shall have occurred and the Lender has not become aware of any facts which, in the Lender’s opinion, could have a Material Adverse Effect; (vii) each of the Security Documents has been duly executed and delivered by each party thereto and is in full force and effect enforceable against the Credit Parties, as applicable, in accordance with its respective terms; (viii) delivery of all discharges, subordination agreements, waivers and confirmations as may be required by the Lender; (ix) delivery of an irrevocable direction to pay with respect to the Advance; (x) all fees (including the Structuring Fee owing under Section 2.1) and all other costs and expenses and other amounts then payable under any of the Credit Documents have been paid in full; (xi) delivery of evidence that (i) the Lender is first loss payee and additional insured under the insurance policies of each of its Responsible Officers as the Credit Parties in respect of the Closing Date authorized to execute Borealis Project and (ii) such insurance policies are in compliance with Section 8.1(m); (xii) delivery of a solvency certificate from the Facility chief financial officer or the chief executive officer of the Borrower in the form of Exhibit D, certifying that none of the Credit Parties (i) is legally prohibited or restricted from entering into and performing its obligations under the Credit Documents to which it is a party, (ii) is unable to pay its debts as they become due in the ordinary course of business, (iii) will be rendered insolvent by virtue of any Advance to be made hereunder, (iv) will be left with an unreasonably small amount of capital or (v) has incurred Debt which cannot be satisfied on a timely basis; (dxiii) delivery of a certificate of an officer of the Borrower certifying that all necessary Authorizations relating to the development and operation of the Mining Properties have been obtained and none have been rescinded, cancelled or otherwise terminated in any respect; (xiv) evidence satisfactory to the Lender confirming the validity of the Security Documents and their application to the Loan and the Obligations as well as the validity and perfection of the Liens granted by such Security Documents with the Agreed Priority; (xv) the list Lender shall have reviewed and approved the use of Initial Collateral Assets proceeds from the Advance, as such use of proceeds has been specified by the Borrower in the Borrowing Notice; (xvi) all conditions set forth in Section 2.4, Section 2.5 and this Section 6.1 shall have been, and shall remain, satisfied to the satisfaction of the Lender in its sole discretion and the Borrower’s delivery of a Borrowing Notice shall constitute the Borrower’s representation and warranty that all such conditions precedent have been, and remain, satisfied); (xvii) the Borrower shall have issued to the Lender 14,062,500 warrants all on terms and conditions satisfactory to the Lender, and for certainty, said warrants will be exercisable at an exercise price equal to $0.16(Canadian Dollars) and will have a term of three years (collectively, the “Warrants”) provided that the Lender shall have delivered to the Borrower an acknowledgement substantially in the form of Schedule 6.1(xvii); (xviii) the Borrower shall have received all regulatory approvals from the Exchange and any other necessary Authorization with respect to the issuance of the Warrants; (xix) a gold and silver supply agreement (in form and substance satisfactory to the Lender) between the Borrower and the Lender, permitting the Lender at its option, to purchase all of the Gold and Silver produced by the Borrower at any of its Mining Properties, shall have been fully executed and delivered to the Lender by the Borrower and each of the other Credit Parties as necessary (the “Gold and Silver Supply Agreement”); (xx) receipt by the Lender of the following documents, each in full force and effect, and in form and substance satisfactory to the Lender: (A) a Borrowing Notice requesting such Advance duly executed by the Borrower; (B) all data, reports, maps, surveys, financial statements, Instruments and other information requested by the Lender, prior to the date of this Agreement, for its due diligence, including searches of all Lien filings, registrations and records deemed necessary by the Lender, and copies of any documents, filings and Instruments on file in such jurisdictions, shall have been provided, and the Lender shall have completed its technical, legal, financial, permitting, environmental and other due diligence investigation of the Credit Parties and the Mining Properties in scope, and with results, satisfactory to the Lender; (C) executed copies of the Credit Documents, including this Agreement and the Security Documents, together with any filings or other Instruments for filing or registration or notarization thereof, notices with respect thereto or other Instruments determined by the Lender to be necessary or desirable to establish and perfect the Liens established pursuant to the Security Documents; (D) certificates of status or other similar type of evidence for each Credit Party from all Relevant Jurisdictions; (E) certified copies of the Constating Documents of each of the Credit Parties; (F) certified copies of all Material Contracts; (G) a certified copy of the directors’ resolutions of each of the Credit Parties with respect to the authorization, execution and delivery of the Credit Documents, to which each is a party, being delivered in connection herewith; (H) a certificate of an officer of each Credit Party certifying the names and the true signatures of the officers authorized to sign the Credit Documents; (I) satisfactory searches of all mineral rights and other interests of the Borrower in respect of the Mining Properties; (J) opinions of the counsel to each of the Credit Parties relating to, among other things, (i) the subsistence of each of the Credit Parties, (ii) the due authorization, execution, delivery and enforceability of the Credit Documents, (iii) the creation, perfection and registration of the Liens under the Security Documents, and (iv) the Warrants; (K) releases, discharges and postponements (in registrable form where appropriate) covering Liens affecting any of the Secured Assets which are not Permitted Liens, if any; (L) a title report of the Borrower’s counsel with respect to the Borealis Project, as at March 12, 2012 and dated April 6, 2012 or such other date as the Lender may require and addressed to the Lender in form and substance reasonably acceptable to the Lender; (M) accurate and complete copies of the most recent consolidated financial statements of the Borrower, including the accounts of the Guarantor; (N) all regulatory approvals to the transactions contemplated within each of the Credit Documents; and (O) such other documents, certificates, opinions and agreements which the Lender may reasonably request; (xxi) the Lender shall have completed and be satisfied with its financial, business, environmental, tax and other due diligence review of each of the Credit Parties, including, without limitation, its review of feasibility studies, mine plans, budgets, pro forma financial statements and all Material Contracts and other documents in respect of the Borealis Project; (xxii) all Authorizations of Governmental Entities and/or any other Persons required in connection with this Agreement and the other Credit Documents shall have been obtained and remain in effect; (xxiii) each Credit Party has performed and complied with all agreements and conditions herein and in the other Credit Documents required to be performed and complied with on or prior to the date of the proposed Advance, except those agreements and conditions waived by the Lender; and (xxiv) evidence that all Liens created pursuant to the Security Documents have been duly perfected and registered in all Relevant Jurisdictions and any other relevant jurisdiction as required by the Lender and the Lender’s Counsel. Each Borrower request for an Advance shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Advance that the applicable conditions in paragraph (a) above, have been, and remain satisfied.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial an Advance hereunder shall be on or after the date of this Agreement (an "Initial Advance") is subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the following conditions precedent before or concurrently with the Closing Date: (a) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since May 31, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the Administrative Agent matters described on the Disclosure Schedule (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby. (c) Borrower shall have paid all accrued expenses of Lender which Borrower is required to pay under the Loan Documents (including the accrued, reasonable fees and expenses of counsel to Lender). (d) Lender shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent:Lender (unless otherwise specified): (ai) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly The Note payable to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect;order of Lender. (bii) true and complete Certified copies of the Constituent Documents resolutions of the BorrowerBoard of Directors of Borrower approving this Agreement, the Equityholder Note and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents Loan Document to which it is or is to be a party, and of all documents evidencing other necessary action and governmental and other third party approvals and consents, if any, with respect to the transactions contemplated hereby Advances, this Agreement, the Note and thereby, each other Loan Document. (iii) that its representations and warranties set forth A copy of the organizational Documents of Borrower, together with each amendment thereto, and, in the Facility Documents to which it is case of the certificate of incorporation of Borrower, certified (as of the Closing Date) by the Secretary of State of the jurisdiction of its formation or incorporation as being a party are true and correct copy thereof. (iv) A copy of a certificate of the Secretary of State of the jurisdiction of its formation, dated reasonably near the Closing Date, certifying that (A) Borrower has paid all franchise taxes to the date of such certificate and (B) Borrower is duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its organization. (v) A certificate of Borrower, signed on behalf of the Borrower by a duly authorized officer of Borrower, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the 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 (except B) the absence of any event occurring and continuing, or resulting from any Advance, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of an authorized officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the extent such representations Note and warranties expressly relate each other Loan Document to any earlier date, which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vii) An amended and restated security agreement in which case such representations form and warranties shall be true substance satisfactory to Lender pledging to Lender and correct granting Lender a security interest in all material respects of Borrower's right, title and interest in the Collateral described therein (such agreement, as of such earlier dateamended, supplemented or otherwise modified from time to time in accordance with its terms, the "SECURITY AGREEMENT"), duly executed by Borrower, together with: (ivA) that no Default acknowledgment copies of proper financing statements, delivered for filing 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 as of before the Closing Date authorized to execute under the Facility Documents to which it is a party;Uniform Commercial Code of the State of Florida, as well as any other jurisdictions deemed necessary or desirable by Lender, covering the Collateral described in the Security Agreement, (dB) completed requests for information, dated on or before the list Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name Borrower as debtor, together with copies of Initial such other financing statements, and (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby. (viii) An Omnibus Amendment of even date herewith duly executed by Borrower, Lender and LNR. (ix) A favorable opinion of (A) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇ Price & ▇▇▇▇▇▇▇ LLP with respect to the valid existence, due authorization and execution of the Loan Documents by Borrower and (B) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇ Price & ▇▇▇▇▇▇▇ LLP, special counsel for Borrower, with respect to the enforceability of the Loan Documents, in each case, in form satisfactory to Lender. (e) Prior to the Mortgage Loan Advances Termination Date and for so long as any Mortgage Loan Advances remain outstanding, Borrower shall have Facility Equity in an amount equal to or greater than the Minimum Collateral Assets from the Borrower;Value.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Collateral Manager as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body the General Partner, acting as general partner of the Borrower approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer of the list Collateral Manager certifying (i) as to its Constituent Documents as of Initial the Closing Date, (ii) as to its resolutions or other action of the member of the Collateral Assets from Manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (e) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (g) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Collateral Manager, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to each Lender on or prior to the Closing Date and the structuring fee payable under the BNP Fee Letter have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Administrative Agent and the Lenders, in connection with the transactions contemplated hereby; and (iii) the reasonable and documented out-of-pocket expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the making of the initial Advance, shall have been paid by the Borrower; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (k) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (l) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested prior to the Closing Date; provided that nothing in this clause (l) shall imply or impose a duty on the part of the Collateral Agent to require any other documents.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents as of Initial the Closing Date, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; USActive 56468589.1056468589.17 (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (k) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to each Lender on or prior to the Closing Date and the structuring fee payable under the BNP Fee Letter have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and out-of-pocket expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent and the Lenders, in connection with the transactions contemplated hereby; and (iii) the reasonable and documented out-of-pocket expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the making of the initial Advance, shall have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested prior to the Closing Date. USActive 56468589.1056468589.17

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (k) evidence that (i) all invoiced fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced on or prior the Closing Date) shall have been paid by the Borrower; and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are invoiced at least one Business Day prior to the Closing Date shall have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) the list of Initial Collateral Assets from the Borrower;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent and Collateral Administrator Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Collateral Manager as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from the Borrowercontemplated by this Agreement;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 -91- true and correct in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the Servicer certifying (i) as to its Constituent Documents as of the Closing Date, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (dg) financing statements (or the list equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper form for filing on the Closing Date, under the UCC with the Secretary of Initial State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests USActive 51774144.2053776213.6-65- and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (k) evidence that (i) all fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date); and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the Closing Date, shall have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested. USActive 51774144.2053776213.6-66-

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have has received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Administrator and Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (k) subject to the proviso in clause (i) of Section 13.04(a) evidence that, on or prior to the Business Day following Closing Date, (i) all fees and expenses due and payable to each Lender on or prior to such date, evidence of which has been received or will be received contemporaneously with such payment; (ii) the reasonable and documented fees and out-of-pocket expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior to such date); (iii) the Structuring Fee; and (iv) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Administrator and Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iv), invoiced at least one Business Day prior to the Closing Date, have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial an Advance hereunder shall be on or after the date of this Agreement (an “Initial Advance”) is subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the following conditions precedent before or concurrently with the Closing Date: (a) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since August 31, 2003. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the Administrative Agent matters described on the Disclosure Schedule (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby. (c) Borrower shall have paid all accrued fees and expenses of Lender which Borrower is required to pay under the Loan Documents (including the accrued, reasonable fees and expenses of counsel to Lender). (d) Lender shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent:Lender (unless otherwise specified): (ai) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly The Note payable to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect;order of Lender. (bii) true and complete Certified copies of the Constituent Documents resolutions of the BorrowerBoard of Directors of Borrower approving this Agreement, the Equityholder Note and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents Loan Document to which it is or is to be a party, and of all documents evidencing other necessary action and governmental and other third party approvals and consents, if any, with respect to the transactions contemplated hereby Advances, this Agreement, the Note and thereby, each other Loan Document. (iii) that its representations and warranties set forth A copy of the Organizational Documents of Borrower, together with each amendment thereto, and, in the Facility Documents to which it is case of the certificate of incorporation of Borrower, certified (within ten (10) days of the Closing Date) by the Secretary of State of the jurisdiction of its formation or incorporation as being a party are true and correct copy thereof. (iv) A copy of a certificate of the Secretary of State of the jurisdiction of its formation, dated within ten (10) days of the Closing Date, certifying that (A) Borrower has paid all franchise taxes to the date of such certificate and (B) Borrower is duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its organization. (v) A certificate of Borrower, signed on behalf of the Borrower by a duly authorized officer of Borrower, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the 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 (except B) the absence of any event occurring and continuing, or resulting from any Advance, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of an authorized officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the extent such representations Note and warranties expressly relate each other Loan Document to any earlier date, which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vii) A security agreement in which case such representations form and warranties shall be true substance satisfactory to Lender pledging to Lender and correct granting Lender a security interest in all material respects of Borrower’s right, title and interest in the Collateral described therein (such agreement, as of such earlier dateamended, supplemented or otherwise modified from time to time in accordance with its terms, the “Security Agreement”), duly executed by Borrower, together with: (ivA) that no Default acknowledgment copies of proper financing statements, delivered for filing 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 as of before the Closing Date authorized to execute under the Facility Documents to which it is a party;Uniform Commercial Code of such jurisdictions deemed necessary or desirable by Lender, covering the Collateral described in the Security Agreement, (dB) completed requests for information, dated on or before the list Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name Borrower as debtor, together with copies of Initial Collateral Assets from such other financing statements, and (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby. (viii) The Custodial Agreement, in form and substance satisfactory to Lender, duly executed by Borrower and Custodian. (ix) A favorable opinion of (A) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇▇ Price & ▇▇▇▇▇▇▇ LLP with respect to the valid existence, due authorization and execution of the Loan Documents by Borrower and (B) Bilzin ▇▇▇▇▇▇▇ ▇▇▇▇▇ Price & ▇▇▇▇▇▇▇ LLP, special counsel for Borrower;, with respect to the enforceability of the Loan Documents, in each case, in form satisfactory to Lender.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Services Provider as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer of the list Services Provider certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (g) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Services Provider, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (i) evidence that (i) all invoiced fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced on or prior the Closing Date) shall have been paid by the Borrower; and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter), in each case, that are invoiced at least one Business Day prior to the Closing Date shall have been paid by the Borrower; provided that, with respect to the out-of-pocket costs and expenses of the Lenders incurred prior to the Closing Date in connection with the initial preparation of the Facility Documents, the Borrower shall not be required to reimburse the Lenders for more than $250,000 of such costs and expenses on the Closing Date; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and MS Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (k) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; (l) 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 (m) such other opinions, instruments, certificates and documents from the Borrower;Borrower as the Agents or any Lender shall have reasonably requested; provided that nothing in this clause (m) shall imply or impose a duty on the part of the Collateral Agent to require any other documents.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents as of Initial the Closing Date, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have has received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Administrator and Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from the Borrowercontemplated by this Agreement;

Conditions Precedent to Initial Advance. The obligation obligations of the Lenders under this Agreement to make the initial Advance are subject to satisfaction of the following conditions on or before the Initial Funding Date: (a) The Administrative Agent shall have received an opinion, dated the Initial Funding Date, of Barnes & Thornburg, special counsel to the Seller and the Borrower, ▇▇ ▇o "▇▇▇▇ ▇▇▇e" of the Collateral from the Seller to the Borrower under the Bankruptcy Code in form and substance satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received an opinion in form and substance satisfactory to the Administrative Agent, dated the Initial Funding Date, from Barnes & Thornburg, special counsel for the Borrower, to the effect ▇▇▇▇: (i) The Borrower is an entity duly organized, existing and in good standing under the laws of the State of its incorporation or formation as applicable, with corporate power and authority to own its properties and conduct its business as currently conducted; and it is qualified to do business as a foreign corporation in good standing in each jurisdiction where such qualification is required; (ii) Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Borrower and is a valid and binding agreement, enforceable against the Borrower in accordance with its respective terms, except to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (iii) The pledge of the Collateral pledged by the Borrower to the Administrative Agent, for the benefit of the Secured Parties, the compliance by the Borrower with all of the provisions of the Transaction Documents and the consummation of the transactions therein or herein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any security agreement, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Borrower is a party or by which the Borrower is bound or to which any of the property or assets of the Borrower is subject, (B) result in any violation of the provisions of any order known to such counsel of any court or Governmental Authority having jurisdiction over the Borrower or any of its properties or (C) result in any violation of the provisions of the Organization Documents of the Borrower or any Applicable Law; (iv) Confirming that no authorization, approval, consent or order of, or filing with, any court or Governmental Authority is required by the Borrower in connection with the consummation of the transactions contemplated in the Transaction Documents, except such as have been obtained; (v) Confirming that such counsel knows of no actions, proceedings or investigations pending before any court or Governmental Authority against the Borrower (A) asserting the invalidity of any of the Transaction Documents to which it is a party, (B) seeking to prevent the consummation by the Borrower of any of the transactions contemplated by the Transaction Documents or (C) which might materially and adversely affect the performance by the Borrower of its obligations under the Transaction Documents; (vi) The provisions of the Security Agreement are effective to create a valid security interest in the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such security interest is perfected and prior to all other creditors of and purchasers of the Borrower; and (vii) Confirming that the Borrower is not required to be registered as an investment company" under the Investment Company Act of 1940, as amended. (c) The Administrative Agent shall have received an opinion in form and substance satisfactory to the Administrative Agent, dated the Initial Funding Date, from Barnes & Thornburg, counsel to the Seller, to the effect that: (i) ▇▇▇▇ ▇▇▇ler is an entity duly organized, existing and in good standing under the laws of the State of its incorporation or formation as applicable, with corporate power and authority to own its properties and conduct its business as currently conducted; and each Seller is qualified to do business as a foreign corporation in good standing in each jurisdiction where such qualification is required; (ii) Each Seller has or had at all relevant times full power, authority and legal right to exercise, deliver and perform its obligations under each Transaction Document to which it is a party; and has or had at all relevant times full power, authority and legal right to acquire, own and transfer the Collateral and the other property pursuant to the Purchase Agreement; (iii) The Purchase Agreement has been duly authorized, executed and delivered by each Seller and is a valid and binding agreement, enforceable against such Seller in accordance with its terms, except to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (iv) The transfer of the Collateral and the other property transferred by each Seller to the Borrower pursuant to the Purchase Agreement, the compliance by each Seller with all of the provisions of the Transaction Documents and the consummation of the transactions therein or herein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any security agreement, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which any Seller is a party or by which any Seller is bound or to which any of the property or assets of any Seller is subject, (B) result in any violation of the provisions of any order known to such counsel of any court or Governmental Authority having jurisdiction over any Seller or any of its properties or (C) result in any violation of the provisions of the articles of incorporation, by-laws, certificate of formation, operating agreement or partnership agreement as applicable, of any Seller or any statute or any Applicable Law; (v) No authorization, approval, consent or order of, or filing with, any court or Governmental Authority is required by any Seller in connection with the consummation of the transactions contemplated in the Transaction Documents, except such as have been obtained; (vi) Such counsel knows of no actions, proceedings or investigations pending before any court or Governmental Authority against any Seller (A) asserting the invalidity of the Transaction Documents to which it is a party, (B) seeking to prevent the consummation by any Seller of any of the transactions contemplated by the Transaction Documents or (C) which might materially and adversely affect the performance by any Seller of its obligations under the Transaction Documents; and (vii) The provisions of the Purchase Agreement are effective to create a valid security interest in the Collateral in favor of the Borrower and such security interest is perfected and prior to all other creditors of and purchasers of any Seller. (d) The Administrative Agent shall have received certificates of each Lender of the Borrower, the Seller and the Servicer, dated the Initial Funding Date, stating that (i) its representations and warranties made herein and in the other Transaction Documents are true and correct as of the Initial Funding Date, and (ii) it has complied with all agreements and satisfied all conditions to make be satisfied on its initial Advance hereunder part pursuant to the Transaction Documents on or prior to the Initial Funding Date. (e) Each party shall have performed and complied with all agreements and conditions contained herein, in the Security Agreement and all other Transaction Documents which are required to be performed or complied with by such party on or before the Initial Funding Date. (f) This Agreement, the Purchase Agreement, the Security Agreement and all other Transaction Documents shall have been duly authorized, executed and delivered by the respective parties thereto, shall be subject in full force and effect on the Initial Funding Date and shall be in form and substance satisfactory to the satisfaction Administrative Agent. (or written waiverg) of the conditions set forth in Section 3.02 and the conditions precedent that the The Administrative Agent shall have received on or before the Closing Date Initial Funding Date, the following, in each case in form and substance reasonably satisfactory to it: (i) a copy of the resolutions and the Organizational Documents of each Seller certified by an Authorized Officer of each Seller as of the Initial Funding Date, duly authorizing the execution, performance and delivery by each Seller of the Purchase Agreement and any other documents executed by or on behalf of such Seller in connection with the transactions contemplated by the Transaction Documents; and an incumbency certificate of each Seller as to the person or persons executing or delivery each such document; (ii) certified completed copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent: ), dated not more than thirty (a30) each days prior to the Initial Funding Date, listing all effective financing statements that name the Borrower or any Seller as debtor and that are filed in the jurisdictions in which the financing statements described in clause (i) of the Facility Documents this Section 3.2 were filed, together with copies of such financing statements, and similar search reports with respect to federal tax liens in all appropriate jurisdictions (none of which, other than the Collateral Agent Fee Letter which fee letter financing statements in Section 3.2(i), shall be delivered directly to cover any of the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effectCollateral); (biii) true and complete copies a copy of an officially certified document dated not more than thirty (30) days prior to the Constituent Documents Initial Funding Date evidencing good standing of each of the Borrower, the Equityholder Servicer and the Investment Advisor Seller; and (iv) such other documents and evidence with respect to the Borrower, any Seller and the Servicer as the Administrative Agent may request. (h) No fact or condition shall exist as of the Investment Management Initial Funding Date under Applicable Law which in the Administrative Agent's reasonable opinion would make it unlawful for the Borrower or any of the other parties thereto to perform their respective obligations under this Agreement, each as in effect on the Closing Date;Security Agreement, the Purchase Agreement or any other Transaction Document. (c) a certificate of a Responsible Officer of the Borrower certifying (i) as On or prior to its Constituent Documentsthe Initial Funding Date, (ii) as the Borrower and each Seller shall have filed any financing statements, termination statements or amendments thereto, wherever necessary or advisable, in order to its resolutions perfect the transfers and assignments of the Collateral to the Borrower and the grant of the security interest therein to the Administrative Agent and shall have delivered file-stamped copies of such financing statements or other action evidence of its governing body approving the filing thereof to the Administrative Agent. (j) All taxes and fees due in connection with the filing of the financing statements referred to in clause (i) of this Agreement Section 3.2 shall have been paid in full or duly provided for. (k) Each Seller and the Servicer shall certify to the Administrative Agent that no Servicer Event or Default Event shall have occurred on or prior to the Initial Funding Date. (1) As of the Initial Funding Date, no action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or Governmental Authority nor shall any order, judgment or decree have been issued or proposed to be issued by any court or Governmental Authority to set aside, restrain, enjoin or prevent the performance of this Agreement, any Transaction Document or any of the other Facility Documents to which it is a party and agreements or the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) the list of Initial Collateral Assets from the Borrower;hereby.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all USActive 53861575.5 -67- security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (k) evidence that (i) all fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; (ii) the reasonable and documented fees and expenses of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date); and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the Closing Date, shall have been paid by the Borrower; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested. USActive 53861575.5 -68-

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Collateral Manager as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body the General Partner, acting as general partner of the Borrower approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer of the list Collateral Manager certifying (i) as to its Constituent Documents as of Initial the Closing Date, (ii) as to its resolutions or other action of the member of the Collateral Assets from Manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (e) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (g) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Collateral Manager, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to each Lender on or prior to the Closing Date and the structuring fee payable under the BNP Fee Letter have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP, counsel to the Administrative Agent and the Lenders, in connection with the transactions contemplated hereby; and (iii) the reasonable and documented out-of-pocket expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the making of the initial Advance, shall have been paid by the Borrower; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (k) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (l) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested prior to the Closing Date; provided that nothing in this clause (l) shall imply or impose a duty on the part of the Collateral Agent to require any other documents.

Conditions Precedent to Initial Advance. The obligation of each Lender the Banks to undertake the Commitment and to make its the initial Advance hereunder shall be of the Loans is subject to the satisfaction (or written waiver) prior fulfillment of each of the conditions set forth in Section 3.02 and the conditions precedent that the following conditions: (a) The Administrative Agent shall have received on or before the Closing Date each of the following, each for itself and for the benefit of the Banks, in form and substance reasonably satisfactory to the Administrative Agentit: (ai) Loan Certificate from the Borrower, Parent Company and each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents Subsidiary of the Borrower, substantially in the Equityholder and form attached hereto as Exhibit M, including a certificate of incumbency with respect to each officer authorized to execute Loan Documents on behalf of such entity, together with appropriate attachments which shall include, without limitation, the Investment Advisor and following items: (A) a copy of the Investment Management AgreementCertificate of Incorporation or Partnership Agreement and Certificate of Limited Partnership, as applicable, of such entity, certified to be true, complete and correct by the appropriate governmental authority, (B) certificates of good standing for such entity issued by the Secretary of State or similar state official for each state in which such entity is incorporated or required to qualify to do business, (C) a true, complete and correct copy of the Bylaws of such entity, as in effect on the Closing Agreement Date; , (cD) a certificate of a Responsible Officer true, complete and correct copy of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date)entity authorizing it to execute, (iv) that no Default or Event of Default has occurred deliver and is continuing, and (v) as to perform the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Loan Documents to which it is a party, (E) a true, complete and correct copy of all shareholders' or other similar agreements or voting trust agreements in effect with respect to the stock or partnership interests of each entity, (F) a photocopy of the Licenses, if any, held by such entity, certified by an Authorized Signatory to be in full force and effect on the date hereof, (G) a list of the Pole Agreements, if any, held by such entity, certified by an Authorized Signatory to be in full force and effect on the date hereof, and (H) a copy of the Management Agreement; (ii) This duly executed Loan Agreement; (iii) A duly executed Note to the order of each Bank in the amount of such Bank's pro rata share of the Commitment; (iv) The duly executed Security Agreement, together with appropriate UCC-1 financing statement forms; (v) Lien search results with respect to the Borrower, its Subsidiaries, Parent Company, and the Manager from all appropriate jurisdictions and filing offices, together with appropriate UCC-3 termination statements relating to Liens which are not Permitted Liens; (vi) Original Uniform Commercial Code Form 1 financing statements, signed by the Borrower as debtor and naming the Administrative Agent as secured party to be filed in all appropriate jurisdictions, in such form, substance and number as shall be satisfactory to the Administrative Agent; (vii) Copies of insurance certificates covering the Collateral, naming the Administrative Agent as additional insured or named loss payee, as applicable, and otherwise meeting the requirements of Section 5.5; (viii) duly executed Mortgages granting the Administrative Agent a mortgage to secure the Obligations on the real property having a fair market value in excess of $250,000 owned in fee simple by the Borrower or its Subsidiaries described on Schedule 5 hereto, together with delivery to Administrative Agent of duly executed UCC-1 Financing Statements under the applicable Uniform Commercial Code, or other filings under applicable law, to be filed in connection with such Mortgage in form and substance satisfactory to Administrative Agent to perfect the Lien created by the Mortgage on any fixtures located on the real property covered by the Mortgage; (ix) Proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any of the Loan Documents or the issuance of the title insurance commitments referred to above (whether due on the Agreement Date or in the future) including such sums, if any, due in connection with any future Advances; (x) Copies of all existing environmental reviews and audits with respect to all real property owned by the Borrower and other information pertaining to actual or potential environmental claims as Administrative Agent may require; (xi) Opinions of general counsel, special counsel to the Manager and the Prior Borrower, special Alaska Public Utilities Commission counsel, and FCC counsel to the Borrower and its Subsidiaries, addressed to each Managing Agent, each Bank, and the Administrative Agent and satisfactory to each of them, dated the Agreement Date, in substantially the forms attached hereto as Exhibits N-1, N-2, N-3 and N-4, respectively; (xii) A duly executed Request for Initial Advance of the Loans, in substantially the form attached hereto as Exhibit F-2; (xiii) The duly executed Subordination and Assignment of Management Agreement, and corresponding UCC-1 financing statements; (xiv) A duly executed Use of Proceeds Letter; (xv) Copies of any Letters of Credit issued or outstanding on the Agreement Date; (xvi) Pro forma financial statements for the Borrower and the Borrower's Subsidiaries as of the Agreement Date, with respect to the balance sheet, and as of June 30, 1996, with respect to the income statement; (xvii) Copies of any pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the satisfaction of all Indebtedness of the Prior Borrower under the Prior Loan Agreement and the removal of any Liens against the assets of the Systems being acquired pursuant to the Rock and Cooke Acquisitions or against the Borrower which are not Permitted ▇▇▇▇s hereunder; (xviii) A duly executed Certificate of Financial Condition, issued by the Borrower and its Subsidiaries as of the Agreement Date, and in substantially the form attached hereto as Exhibit O; and (xix) Duly executed Borrower's Pledge Agreement, together with appropriate Stock Certificates and Stock Powers; (xx) Duly executed Parent's Pledge Agreement, together with appropriate Stock Certificates and Stock Powers; (xxi) Duly executed Subsidiary Security Agreement, given by each Subsidiary of the Borrower, together with appropriate UCC-1 financing statement forms; (xxii) Duly executed Subsidiary Guaranty, given by each Subsidiary of the Borrower; (xxiii) Duly executed Assignment of Partnership Interests, given by the Borrower and GCI Cable Holdings, Inc. as related to their general and limited partnership interests in Prime Cable of Alaska, L.P.; (xxiv) All such other documents as any Managing Agent, the Administrative Agent, or any Bank may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) Completion of the GCI Acquisition and other transactions associated therewith, as well as the completion of all documentation associated therewith under terms satisfactory to the Administrative Agents, Managing Agents, and the Banks. (c) The Managing Agents, the Administrative Agent, and the Banks shall have received evidence satisfactory to each of them that all Necessary Authorizations, other than any contained on Schedule 6 hereto, have been obtained or made, are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and shall have received a certificate of an Authorized Signatory so stating. General Communication, Inc. - Form 8-K Page 194 (d) The Administrative Agent, for itself, the list of Initial Collateral Assets Managing Agents, and the Banks, shall have received all fees due on the Agreement Date from the Borrower;.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder Sponsor and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body directors approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a recently dated certificate of good standing of the list Borrower issued by the Secretary of Initial State of the State of Delaware; (e) a certificate of a Responsible Officer of the Sponsor, in its capacity as Sponsor, certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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; (f) a certificate of a Responsible Officer of the Servicer, in its capacity as Servicer, certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Sponsor or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Sponsor, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (k) evidence that (i) all fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date); and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the Closing Date, shall have been paid by the Borrower; (l) if applicable, delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement and the definition of “Delivered” shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its fund the initial Advance hereunder shall be is subject to the fulfillment, to the satisfaction (or written waiver) of Lender in its sole discretion, of each of the conditions set forth in Section 3.02 and 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 Agentfollowing conditions: (a) The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except for representations and warranties which contain materiality qualifiers, which shall be true and correct in all respects) on and as of the date of initial funding, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Default shall have occurred and be continuing on the date of the funding nor shall either result from the making of the funding; (c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making of such funding shall have been issued and remain in force by any governmental authority against Borrower, Guarantor, Lender, or any of their Affiliates; (d) Lender shall have received each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) Loan Documents, duly executed and delivered by the all parties thereto, which and each such document shall each be in full force and effect; (be) true and complete copies The absence of any action, suit, investigation or proceeding pending or threatened in any court, arbitrator, or governmental authority which, in the Lender's sole opinion, could have a material adverse effect on operations, any of the Constituent Documents Collateral or ability of the Borrower, Borrower or Guarantor to perform all of their respective obligations and undertakings under the Equityholder and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing DateLoan Documents; (cf) Borrower shall have provided evidence reasonably satisfactory to Lender that its lien in the Collateral is a lien of first-priority; (g) Lender shall have received a certificate from an authorized officer of a Responsible Officer Borrower, as required, attesting to the resolutions of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its Borrower's governing body approving authorizing its execution and delivery of all of this Agreement and the other Facility Loan Documents to which it Borrower is a party and the transactions contemplated hereby and therebyauthorizing specific officers, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as managers or members 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 in all material 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 as of the Closing Date authorized Borrower to execute the Facility Documents to which it is a partysame; (dh) Lender shall have received copies of Borrower's formation documents and any operating agreements or member agreements, as amended, modified, or supplemented to the list Closing Date, certified as being true, correct and complete by the authorized officers of Initial Collateral Assets from the Borrower; (i) Lender shall have received a certificate of good standing with respect to Borrower by the Secretary of State of its state of formation, which certificate shall indicate that such entity is in good standing; (j) Borrower shall have executed and delivered to Lender a Borrowing Base Certificate; (k) Borrower shall have confirmed to Lender that each property encumbered by a Note Mortgage and securing an Eligible Note is insured by a policy of casualty insurance meeting the requirements of Section 6.12 hereof; (l) Lender shall have received the copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.12 hereof, the form and substance of which shall be reasonably satisfactory to Lender; (m) Payment of Lender's fees and reimbursable costs and expenses due under this Agreement through the date of the initial Advance, including without limitation all reasonable, documented legal expenses, filing and recording fees, incurred through the date of the closing of this Agreement, shall have been made to Lender; (n) Evidence Borrower is licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification reasonably necessary, shall have been made to Lender; (o) A Customer Identification Information Form and such other forms and verification as Lender may need to comply with the Patriot Act and other applicable laws and regulations; (p) No material adverse change shall have occurred relative to Borrower, Borrower's business activities, operations and projections, the Collateral, or the liens, security interest, or rights of Lender; (q) The receipt of all governmental licenses, approvals and consents and all third party consents deemed reasonably necessary or appropriate by the Lender; (r) Evidence that Borrower is a member in good standing with MERS, will utilize the MERS System with respect to each Mortgage Loan that constitutes Collateral, will provide Lender with electronic access to Mortgage Loans that constitute Collateral under MERS Electronic Tracking Gestation Agreement; and (s) Such other documents, instruments, and writings as Lender in its reasonable discretion may require.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Collateral Manager as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body the General Partner, acting as general partner of the Borrower approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer of the list Collateral Manager certifying (i) as to its Constituent Documents as of Initial the Closing Date, (ii) as to its resolutions or other action of the member of the Collateral Assets from Manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (e) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (g) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Collateral Manager, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to each Lender on or prior to the Closing Date and the structuring fee payable under the BNP Fee Letter have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Administrative Agent and the Lenders, in connection with the transactions contemplated hereby; and (iii) the reasonable and documented out-of-pocket expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the making of the initial Advance, shall have been paid by the Borrower; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected;

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body member approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party;any (d) Accounts and the list other Collateral and provide any other requested information reasonably available to the Collateral Agent and required to be provided by Section 8.07 or to permit the Servicer to perform its obligations hereunder or the Borrower’s obligations hereunder that have been delegated to the Servicer. The Collateral Agent shall promptly forward to the Servicer copies of Initial Collateral Assets notices and other writings received by it from the Borrower;Obligor of any Collateral Loan or from any Clearing Agency with respect to any Collateral Loan which notices or writings advise the holders of such Collateral Loan of any rights that the holders might have with respect thereto (including requests to vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports received from such Obligor and Clearing Agency with respect to such Obligor.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) the list of Initial Collateral Assets from the Borrower[Reserved];

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial the Initial Advance hereunder shall be is subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the following conditions precedent before or concurrently with the Closing Date: (a) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since November 30, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the Administrative Agent matters described on the Disclosure Schedule (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby. (c) Borrower shall have paid all accrued expenses of Lender which Borrower is required to pay under the Loan Documents (including the accrued, reasonable fees and expenses of counsel to Lender). (d) Lender shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent:Lender (unless otherwise specified): (ai) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly The Note payable to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect;order of Lender. (bii) true and complete Certified copies of the Constituent Documents resolutions of the BorrowerBoard of Directors of Borrower approving this Agreement, the Equityholder Note and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents Loan Document to which it is or is to be a party, and of all documents evidencing other necessary action and governmental and other third party approvals and consents, if any, with respect to the transactions contemplated hereby Advances, this Agreement, the Note and thereby, each other Loan Document. (iii) that its representations and warranties set forth A copy of the Organizational Documents of Borrower, together with each amendment thereto, and, in the Facility Documents to which it is case of the certificate of incorporation of Borrower, certified (as of the Closing Date) by the Secretary of State of the jurisdiction of its formation or incorporation as being a party are true and correct copy thereof. (iv) A copy of a certificate of the Secretary of State of the jurisdiction of its formation, dated reasonably near the Closing Date, certifying that (A) Borrower has paid all franchise taxes to the date of such certificate and (B) Borrower is duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its organization. (v) A certificate of Borrower, signed on behalf of the Borrower by a duly authorized officer of Borrower, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the 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 (except B) the absence of any event occurring and continuing, or resulting from any Advance, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of an authorized officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the extent such representations Note and warranties expressly relate each other Loan Document to any earlier date, which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vii) A security agreement in which case such representations form and warranties shall be true substance satisfactory to Lender pledging to Lender and correct granting Lender a security interest in all material respects of Borrower's right, title and interest in the Collateral described therein (such agreement, as of such earlier dateamended, supplemented or otherwise modified from time to time in accordance with its terms, the "SECURITY AGREEMENT"), duly executed by Borrower, together with: (ivA) that no Default acknowledgment copies of proper financing statements, delivered for filing 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 as of before the Closing Date authorized to execute under the Facility Documents to which it is a party;Uniform Commercial Code of the State of Florida, as well as any other jurisdictions deemed necessary or desirable by Lender, covering the Collateral described in the Security Agreement, (dB) completed requests for information, dated on or before the list Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name Borrower as debtor, together with copies of Initial such other financing statements, and (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby. (viii) The Side Letter, duly executed by Borrower. (ix) The Keepwell Agreement, duly executed by Borrower. (x) A favorable opinion of (A) Bilzin Sumberg Dunn Price & Axelrod LLP with respect to the valid exi▇▇▇▇▇▇, ▇▇▇ authoriza▇▇▇▇ ▇▇d execution of the Loan Documents by Borrower and (B) Bilzin Sumberg Dunn Price & Axelrod LLP, special counsel for Borrower, ▇▇▇▇ r▇▇▇▇ct to the ▇▇▇▇▇▇eability of the Loan Documents, in each case, in form satisfactory to Lender. (e) Borrower shall have Facility Equity in an amount equal to or greater than the Minimum Collateral Assets from the Borrower;Value.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial the Initial Advance hereunder shall be to Borrower under this Agreement is subject to the satisfaction fulfillment (or written waiverwaiver in accordance with Section 14.8) of each of the conditions set forth in Section 3.02 and 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 Agentfollowing conditions: (a) each Lender shall have received a certificate from an Authorized Officer of Borrower attesting to the resolutions of Borrower authorizing Borrower’s execution and delivery of this Agreement, the Note and the other Loan Documents, if any, to which Borrower is a party. (b) Lender shall have received a duly executed Note from Borrower. (c) All other documents and legal matters relating to the transactions contemplated by this Agreement shall have been delivered or executed or recorded, as applicable, and shall be in form and substance satisfactory to Lender and its counsel. (d) Lender shall have received satisfactory evidence of the Facility Documents entry by the Bankruptcy Court of the Interim Order, which Interim Order (other than the Collateral Agent Fee Letter which fee letter i) shall have been entered upon an application or motion of Borrower satisfactory in form and substance to Lender, on such prior notice to such parties as may in each case be satisfactory to Lender, (ii) shall be delivered directly in form and substance satisfactory to the Collateral AgentLender, (iii) duly executed and delivered by the parties thereto, which shall each be in full force and effect;, and (iv) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the performance by Borrower of any of its respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal. (be) true Borrower shall have assumed the Strategic Alliance Agreement and complete copies of shall have obtained an order from the Constituent Documents of Bankruptcy Court approving the Borrowerassumption of, and any modifications to, the Equityholder Strategic Alliance Agreement in form and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date;substance satisfactory to Lender. (cf) a certificate Prior to or concurrently with the Initial Advance, Borrower shall have paid to Lender the then unpaid balance of a Responsible Officer of the Borrower certifying (i) as all accrued and unpaid fees due under and pursuant to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents fees and expenses of counsel to the Lender as to which it is a party invoices have been issued. (g) All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among Borrower and Lender contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which Lender may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities. (h) Borrower shall have granted Lender access to and the transactions contemplated hereby right to inspect all reports, audits and therebyother internal information of Borrower relating to environmental matters, (iii) and any third party verification of certain matters relating to compliance with Environmental Laws reasonably requested by Lender, and Lender shall be reasonably satisfied that its representations and warranties set forth Borrower are in the Facility Documents to which it is a party are true and correct compliance in all material respects with all applicable Environmental Laws and Environmental Permits and Borrower has made adequate provision for the costs of maintaining such compliance. (i) Lender shall have received UCC and other customary searches (including tax liens and judgments) conducted in the jurisdictions in which Borrower conducts business (dated as of a date reasonably satisfactory to Lender), reflecting the Closing Date absence of Liens and encumbrances on the assets of Borrower other than Liens granted or permitted under the Existing Agreements, and such other Liens as may be reasonably satisfactory to Lender. (except j) Borrower shall have furnished to Lender the extent such representations and warranties expressly relate to any earlier dateBudget, in form and substance acceptable to Lender in accordance with Section 6.9 of this Agreement, and such Budget shall have been prepared in good faith based upon assumptions which case such representations and warranties shall Borrower believes to be true and correct in all material respects as reasonable assumptions. To the knowledge of such earlier date)Borrower, (ivi) that no Default or Event the Budget sets forth all potential expenses of Default has occurred and is continuing, Borrower in connection with the Case and (vii) as no facts exist that (individually or in the aggregate) would be reasonably expected to result in any material change in the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) the list of Initial Collateral Assets from the Borrower;Budget.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date (unless otherwise specified) the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter Letter, which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Collateral Manager as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent DocumentsDocuments as of the Closing Date, (ii) as to its resolutions or other action of its governing body the General Partner, acting as general partner of the Borrower approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuingcontinuing as of the Closing Date, and (v) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer of the list Collateral Manager certifying (i) as to its Constituent Documents as of Initial the Closing Date, (ii) as to its resolutions or other action of the member of the Collateral Assets from Manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (e) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date; (g) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Collateral Manager, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Securities Intermediary and shall be in full force and effect; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to each Lender on or prior to the Closing Date and the structuring fee payable under the BNP Fee Letter have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP, counsel to the Administrative Agent and the Lenders, in connection with the transactions contemplated hereby; and (iii) the reasonable and documented out-of-pocket expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the making of the initial Advance, shall have been paid by the Borrower; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and Word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement shall have been effected; (k) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon the grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (l) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested prior to the Closing Date; provided that nothing in this clause (l) shall imply or impose a duty on the part of the Collateral Agent to require any other documents.

Conditions Precedent to Initial Advance. (a) The obligation of each the Lender to make its the initial Advance hereunder shall be is subject to the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 Lender at the time such initial Advance is requested and 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 Agentmade: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth made by the Credit Parties in the Facility Credit Documents to or which it is a party are true and correct contained in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier datecertificate furnished at any time under or in connection herewith, in which case such representations and warranties or therewith, shall be true and correct in all material respects on and as of the date of such Advance as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date), ; (ivii) that no Default or Event of Default has shall have occurred and is continuingbe continuing on such date or after giving effect to such Advance and the Lender has received a certificate of a senior financial officer of the Borrower so certifying to the Lender; (iii) immediately after giving effect to the making of any such Advance (and the application of the proceeds thereof), and the aggregate sum of the Advances shall not exceed the Commitment Amount; (iv) there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or any of its Subsidiaries, or any Mining Property, which has had or could be expected to have, a Material Adverse Effect, or which could be expected to affect the legality, validity or enforceability of this Agreement or any other Credit Document, that has not been settled, dismissed, vacated, discharged or terminated; (v) as the plaintiffs in the litigation matter 12 OC 00015 1B filed in the First Judicial Court of the State of Nevada in ▇▇▇▇▇▇ City shall have executed and delivered a consent addressed to the incumbency Lender and specimen signature the Borrower in form satisfactory to the Lender; (vi) no Material Adverse Effect shall have occurred and the Lender has not become aware of any facts which, in the Lender’s opinion, could have a Material Adverse Effect; (vii) each of the Security Documents has been duly executed and delivered by each party thereto and is in full force and effect enforceable against the Credit Parties, as applicable, in accordance with its respective terms; (viii) delivery of all discharges, subordination agreements, waivers and confirmations as may be required by the Lender; (ix) delivery of an irrevocable direction to pay with respect to the Advance; (x) all fees (including the Structuring Fee owing under Section 2.1) and all other costs and expenses and other amounts then payable under any of the Credit Documents have been paid in full; (xi) delivery of evidence that (i) the Lender is first loss payee and additional insured under the insurance policies of each of its Responsible Officers as the Credit Parties in respect of the Closing Date authorized to execute Borealis Project and (ii) such insurance policies are in compliance with Section 8.1(m); (xii) delivery of a solvency certificate from the Facility chief financial officer or the chief executive officer of the Borrower in the form of Exhibit D, certifying that none of the Credit Parties (i) is legally prohibited or restricted from entering into and performing its obligations under the Credit Documents to which it is a party, (ii) is unable to pay its debts as they become due in the ordinary course of business, (iii) will be rendered insolvent by virtue of any Advance to be made hereunder, (iv) will be left with an unreasonably small amount of capital or (v) has incurred Debt which cannot be satisfied on a timely basis; (dxiii) delivery of a certificate of an officer of the Borrower certifying that all necessary Authorizations relating to the development and operation of the Mining Properties have been obtained and none have been rescinded, cancelled or otherwise terminated in any respect; (xiv) evidence satisfactory to the Lender confirming the validity of the Security Documents and their application to the Loan and the Obligations as well as well as the validity and perfection of the Liens granted by such Security Documents with the Agreed Priority; (xv) the list Lender shall have reviewed and approved the use of Initial Collateral Assets proceeds from the Advance, as such use of proceeds has been specified by the Borrower in the Borrowing Notice; (xvi) all conditions set forth in Section 2.4, Section 2.5 and this Section 6.1 shall have been, and shall remain, satisfied to the satisfaction of the Lender in its sole discretion and the Borrower’s delivery of a Borrowing Notice shall constitute the Borrower’s representation and warranty that all such conditions precedent have been, and remain, satisfied); (xvii) the Borrower shall have issued to the Lender 14,062,500 warrants all on terms and conditions satisfactory to the Lender, and for certainty, said warrants will be exercisable at an exercise price equal to $0.16(Canadian Dollars) and will have a term of three years (collectively, the “Warrants”) provided that the Lender shall have delivered to the Borrower an acknowledgement substantially in the form of Schedule 6.1(xvii); (xviii) the Borrower shall have received all regulatory approvals from the Exchange and any other necessary Authorization with respect to the issuance of the Warrants; (xix) a gold and silver supply agreement (in form and substance satisfactory to the Lender) between the Borrower and the Lender, permitting the Lender at its option, to purchase all of the Gold and Silver produced by the Borrower at any of its Mining Properties, shall have been fully executed and delivered to the Lender by the Borrower and each of the other Credit Parties as necessary (the “Gold and Silver Supply Agreement”); (xx) receipt by the Lender of the following documents, each in full force and effect, and in form and substance satisfactory to the Lender: (A) a Borrowing Notice requesting such Advance duly executed by the Borrower; (B) all data, reports, maps, surveys, financial statements, Instruments and other information requested by the Lender, prior to the date of this Agreement, for its due diligence, including searches of all Lien filings, registrations and records deemed necessary by the Lender, and copies of any documents, filings and Instruments on file in such jurisdictions, shall have been provided, and the Lender shall have completed its technical, legal, financial, permitting, environmental and other due diligence investigation of the Credit Parties and the Mining Properties in scope, and with results, satisfactory to the Lender; (C) executed copies of the Credit Documents, including this Agreement and the Security Documents, together with any filings or other Instruments for filing or registration or notarization thereof, notices with respect thereto or other Instruments determined by the Lender to be necessary or desirable to establish and perfect the Liens established pursuant to the Security Documents; (D) certificates of status or other similar type of evidence for each Credit Party from all Relevant Jurisdictions; (E) certified copies of the Constating Documents of each of the Credit Parties; (F) certified copies of all Material Contracts; (G) a certified copy of the directors’ resolutions of each of the Credit Parties with respect to the authorization, execution and delivery of the Credit Documents, to which each is a party, being delivered in connection herewith; (H) a certificate of an officer of each Credit Party certifying the names and the true signatures of the officers authorized to sign the Credit Documents; (I) satisfactory searches of all mineral rights and other interests of the Borrower in respect of the Mining Properties; (J) opinions of the counsel to each of the Credit Parties relating to, among other things, (i) the subsistence of each of the Credit Parties, (ii) the due authorization, execution, delivery and enforceability of the Credit Documents, (iii) the creation, perfection and registration of the Liens under the Security Documents, and (iv) the Warrants; (K) releases, discharges and postponements (in registrable form where appropriate) covering Liens affecting any of the Secured Assets which are not Permitted Liens, if any; (L) a title report of the Borrower’s counsel with respect to the Borealis Project, as at March 12, 2012 and dated April 6, 2012 or such other date as the Lender may require and addressed to the Lender in form and substance reasonably acceptable to the Lender; (M) accurate and complete copies of the most recent consolidated financial statements of the Borrower, including the accounts of the Guarantor; (N) all regulatory approvals to the transactions contemplated within each of the Credit Documents; and (O) such other documents, certificates, opinions and agreements which the Lender may reasonably request; (xxi) the Lender shall have completed and be satisfied with its financial, business, environmental, tax and other due diligence review of each of the Credit Parties, including, without limitation, its review of feasibility studies, mine plans, budgets, pro forma financial statements and all Material Contracts and other documents in respect of the Borealis Project; (xxii) all Authorizations of Governmental Entities and/or any other Persons required in connection with this Agreement and the other Credit Documents shall have been obtained and remain in effect; (xxiii) each Credit Party has performed and complied with all agreements and conditions herein and in the other Credit Documents required to be performed and complied with on or prior to the date of the proposed Advance, except those agreements and conditions waived by the Lender; and (xxiv) evidence that all Liens created pursuant to the Security Documents have been duly perfected and registered in all Relevant Jurisdictions and any other relevant jurisdiction as required by the Lender and the Lender’s Counsel. Each Borrower request for an Advance shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Advance that the applicable conditions in paragraph (a) above, have been, and remain satisfied.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body directors approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a recently dated certificate of good standing of the list Borrower issued by the Secretary of Initial State of the State of Delaware; (e) a certificate of a Responsible Officer of the Equityholder, in its capacity as Equityholder, certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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; (f) a certificate of a Responsible Officer of the Servicer, in its capacity as Servicer, certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established, and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (k) evidence that (i) all fees and expenses due and payable to each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the initial Advance; (ii) the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date); and (iii) all other reasonable and documented up-front expenses and fees (including legal fees of outside counsel and any fees required under the Collateral Agent Fee Letter) that are, in the case of clauses (ii) and (iii), invoiced at least one Business Day prior to the Closing Date, shall have been paid by the Borrower; (l) if applicable, delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the Custodian Agreement and the definition of “Delivered” shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens except for those which are being released on the Closing Date or Permitted Liens; (ii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens or interests granted pursuant to this Agreement; and (iii) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except Permitted Liens or as permitted by this Agreement; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advance. The obligation of each Lender to make its initial Advance hereunder shall be subject to the satisfaction (or written waiver) of the conditions set forth in Section 3.02 and 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: (a) each of the Facility Documents (other than the Collateral Agent Fee Letter which fee letter shall be delivered directly to the Collateral Agent) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Equityholder and the Investment Advisor and of the Investment Management Agreement, each Servicer as in effect on the Closing Date; (c) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its governing body designated manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material 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 as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) [Reserved]; (e) [Reserved]; (f) a certificate of a Responsible Officer of the list Servicer certifying, respectively, (i) as to its Constituent Documents, (ii) as to its resolutions or other action of Initial its board of directors 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 its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 in all material respects as of such -68- earlier date), and (iv) 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; (g) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper 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 necessary or desirable in order to perfect the interests in the Collateral Assets from contemplated by this Agreement; (h) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Equityholder or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall reasonably request;