Common use of Conditions Precedent to the Closing Date Clause in Contracts

Conditions Precedent to the Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not and the rights and obligations of the parties hereunder will become effective until on the date on which each of the following conditions is has been satisfied (or waived in accordance with Section 11.02).13.12): (a) The Administrative Agent (or its counsel) shall have received from each party thereto hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission of a signed signature page of this Agreementtransmission) that such party has signed a counterpart of this AgreementAgreement as provided in Section 13.10. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors a favorable written opinion of each of Winston & ▇▇▇▇▇▇ LLP, U.S. counsel for the Loan Party approving Parties, substantially to the effect set forth in Exhibit P-1, ▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit ▇-▇, ▇▇▇▇▇, ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-3, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit P-4, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the Administrative Agent shall reasonably request and with such changes as are reasonably acceptable to the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the Borrowings and other extensions of all documents evidencing credit hereunder and the other necessary corporate action Loan Documents shall be reasonably satisfactory to the Administrative Agent and governmental and regulatory approvals with respect to this Agreementthe Lenders. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, (i) a copy of a the certificate or certificates articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State (or other appropriate public official) relevant Governmental Authority of the jurisdiction of its incorporationorganization, dated reasonably near and a certificate as to the Closing Date, good standing (ior the equivalent thereof) listing the charters of each Loan Partyof SSCC, SSCE and the other Borrowers as the case may be, and each amendment thereto on file in of a recent date from such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and Secretary of State or other Governmental Authority; (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws a certificate of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate Secretary or certificates Assistant Secretary of each of each Loan PartySSCC, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, SSCE and the other Borrowers dated the Closing Date, Date and certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) that attached thereto is a true and correct complete copy of the bylaws by-laws (or equivalent organizational documents) of SSCC, SSCE or each Loan Partyother Borrower, as the case may beapplicable, as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the absence certificate or articles of any proceeding for incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the dissolution or liquidation date of the Borrower or any Guarantor, as last amendment thereto shown on the case may be, certificate of good standing furnished pursuant to clause (i) above and (D) as to the truthincumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, in all material respects SSCE or each other Borrower, as applicable (except that in and each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations foregoing in sub-clauses (i) and warranties (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date and certifying that attached thereto is a true and complete copy of the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the Closing Date with the condition precedent set forth in Section 4.01(a7.01(ii) through (p), inclusive, (r), (s) and (u), with the same effect as though made on and as if each reference to the date of a Credit Event therein were a reference to the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate (i) management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Reorganization as disclosed in the Disclosure Statement as of the Secretary or Closing Date and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (ii) an Assistant Secretary unaudited pro forma consolidated balance sheet of each Loan Party certifying the names SSCC and true signatures its Subsidiaries as of the officers last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and the Transactions as if such transactions had occurred on such date, which, in each Loan Partycase, as the case may be, authorized shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to sign, DBNY and signing, this Agreement JPMCB approving Holdings and the other Credit Documents to be delivered hereunder Borrowers’ execution, delivery and performance of this Agreement, including the payment of fees, expenses, indemnities and other amounts contemplated hereby, and approving as an administrative expense claim against Holdings and the other Borrowers the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect of periods or events occurring on or before prior to the Closing Funding Date. (gh) The Plan of Reorganization as reflected in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) On or prior to the Closing Date, Holdings shall have provided to the Administrative Agent and the Co-Collateral Agents (i) an appraisal of the Inventory of each Borrower and their respective Subsidiaries from Great American Advisory & Valuation Services, LLC and (ii) a collateral examination of the Accounts and Inventory and related assets and liabilities of each Borrower and their respective Subsidiaries from JPMCB and, in each case, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral Agents. (j) On the Closing Date, the Administrative Agent and the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (k) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP all Fees and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B other amounts due and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days payable on or prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulationsDate, including, without limitationto the extent invoiced, payment or reimbursement of all Fees and expenses (including the Actreasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by Holdings or any Borrower hereunder or under any other Loan Document or in respect of the execution and delivery of this Agreement.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of the date on which each of Lender to enter into the Loan Documents is subject to the satisfaction or the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) Lender shall have received from each party thereto either (i) received, a counterpart written opinion of this Agreement signed on behalf of such party or (ii) written evidence counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Lender shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(di) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a the certificate of incorporation or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporationformation, dated reasonably near the Closing Dateas applicable, (i) listing the charters including all amendments thereto, of each Loan Party, certified as of a recent date by the case may beSecretary of State of the state of its organization, and each amendment thereto on file in such office and certifying that such amendments are a certificate as to the only amendments to good standing of each Loan Party’s charterParty as of a recent date, as the case may be, on file in from such office, Secretary of State; and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf by an officer of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated as of the Closing Date, Date and certifying as to (A) that attached thereto is a true and complete copy of the absence operating agreement or bylaws of any amendments each Loan Party as in effect on the Closing Date and at all times since a date prior to the charter of such Loan Party, as the case may be, since the date of the certificates referred to resolutions described in paragraph clause (dB) abovebelow, (B) that attached thereto is a true and correct complete copy of resolutions duly authorizing the bylaws execution, delivery and performance of each the Loan PartyDocuments and the borrowings hereunder, as the case may beand that such resolutions have not been modified, as rescinded or amended and are in full force and effect on the Closing Date, (C) that the absence certificate of any proceeding for incorporation or formation, as applicable of each Loan Party has not been amended since the dissolution or liquidation date of the Borrower or any Guarantorlast amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, as the case may be, and (D) as to the truthincumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in all material respects this Section 4.2 and confirming that: (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of i) the representations and warranties set forth in Section 4.01(aArticle III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) through (p), inclusive, (r), (s) on and (u), as of the Closing Date with the same effect as though made on and as of such date, except to the Closing Dateextent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (Eii) the absence, as of the Closing Date, of any no Default or Event of Default; Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) each Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of such certifications shall be trueArticles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Administrative Agent Lender shall have received a certificate of received, to the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized extent requested in writing at least ten (10) Business Days prior to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Administrative Agent Merger Agreement shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP be in full force and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requesteffect. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The obligation of each Lender under this Agreement is subject to satisfaction of each the following conditions precedent: (a) each Original Lender shall not become effective until the date on which have received each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from documents, each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect prior to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of in each Loan Partycase, as the case may be, in form and each amendment thereto on file in such office and certifying that such amendments are the only amendments substance reasonably satisfactory to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.Original Lender: (i) The Administrative Agent shall have received a certificate or certificates duly executed counterparts of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) abovethis Agreement, (B) a true the Fee and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing DateRatio Letter, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beSecurity Agreement, (D) each Control Agreement to which an Original Lender is a party, (E) each Issuer Agreement to which an Original Lender is a party and (F) the truthGuarantee Agreement; (ii) certificates of the Guarantor and each Borrower, in all material respects each dated as of the Closing Date and executed by a Responsible Officer of such Person, which shall (except that A) certify the resolutions of such Person’s Board of Directors authorizing the execution, delivery and performance of the Margin Loan Documentation to which such Person is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Margin Loan Documentation to which such Person is a party and (C) contain appropriate attachments, including the Organization Documents of such Person (including the certificate of formation of such Person certified by the relevant authority of the jurisdiction of organization of such Person) and a long-form good standing certificate for such Person from its jurisdiction of organization; (iii) solvency certificates with respect to the Borrowers, taken as a whole, and Guarantor from a Responsible Officer thereof. (iv) a favorable opinion of counsel to each Borrower addressed to each Original Lender and Administrative Agent; (v) the results of a recent lien and judgment search in each caseof the jurisdictions where assets of Borrowers are located, and such materiality qualifier search shall not reveal no liens or judgments on any of the assets of Borrowers except for Permitted Liens; (vi) any form requested by any Original Lender necessary to comply with Regulation T, Regulation U, or Regulation X, or any other provisions of the regulations of the FRB, including Form U-1; (vii) proper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be applicable necessary to any representations perfect the security interest purported to be created by the Security Agreement; (viii) evidence that the Collateral Accounts have been established by Borrowers, the Collateral Accounts are standing with and warranties that are already qualified subject to a pledge in favor of the Applicable Lenders and the security entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or modified by “materiality,” “Material Adverse Effect” or similar language in delivered to the text thereofCollateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than Existing Transfer Restrictions), and constituting Acceptable Collateral by book entry transfer through DTC as depositary; (ix) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; (x) an instruction letter by a Responsible Officer of each Borrower, which shall identify the standard settlement instructions and the relevant account(s) to which any applicable payments, deliveries or transfers shall be made pursuant to the Margin Loan Documentation; and (xi) such other certificates or documents as any Original Lender reasonably may require; (b) all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be paid under the Margin Loan Documentation, including the Upfront Fee and counsel fees invoiced prior to the Closing Date, shall have been paid; (c) each of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) Article 3 or in any other Margin Loan Documentation shall be true and (u), as though made correct on and as of the Closing Datedate hereof, and (E) the absence, as of the Closing Date, of any Default or Event of Default; the First Increase Effective Date, the Second Increase Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date and (ii) each the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such certifications shall be true.earlier date; (fd) The Administrative Agent the Collateral Requirement shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date.been satisfied in all respects; (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agente) all documentation applicable “know your customer” and other information that is account opening documentation required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding the information described in Section 9.15, without limitationshall have been provided by Borrowers, and each Original Lender shall have completed all applicable “know your customer” procedures; and (f) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such Borrower, dated as of the ActClosing Date, which shall contain representations that the conditions set forth in Section 4.01(c) and (d) have been satisfied.

Conditions Precedent to the Closing Date. This The obligation of each Lender to make Loans and the effectiveness of this Agreement shall not become effective until are subject to the date on which prior satisfaction of each of the following conditions is satisfied conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (or unless waived in accordance with Section 11.02).writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from Delivery to the Agents of each party thereto either of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory to the Administrative Agent Depositary Agreement; (which may include facsimile or electronic transmission of iii) the NDA; (iv) the Member Pledge; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (v) the Security Agreement; (vi) [***]; and (vii) the Notes (if requested by a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender). (b) The Lenders, the Administrative Agent, the Arrangers Each representation and each other Person entitled to the payment warranty set forth in Section 4.1 is true and correct in all material respects as of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (includingunless such representation or warranty relates solely to an earlier date, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for in which invoices case it shall have been presented on or before the Closing Datetrue and correct in all material respects as of such earlier date). (c) The Administrative Agent As of the Closing Date, no event shall have received certified copies occurred and be continuing or would result from the consummation of the resolutions transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to Default under this Agreement. (d) The Delivery to the Administrative Agent shall have received and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction signed by each of its incorporation, respective authorized Responsible Officers and dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (B) the absence of a Default or an Event of Default, and (EC) the absencesatisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) an opinion, dated as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, counsel for to the Loan Parties, a favorable in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each substantially Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the form attached hereto as Exhibit B Agents and as to such other matters as any Lender through each Lender; [***] Confidential treatment has been requested for the Administrative Agent may reasonably requestbracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (he) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts ([***]) required to be paid to or deposited with the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have receivedreceived the most recent unaudited financial statements of Borrower, at least ten business days prior such financial statements to be in form and substance satisfactory to the Closing Date Administrative Agent and each Lender. (or j) The Agents and Lenders shall have received all such later date approved documentation and information requested by the Administrative Agent) all documentation Agents and other information the Lenders that is required by necessary (including the regulatory authorities under names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the applicable Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and anti-money-laundering rules similar regulations thereunder). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and regulationsfiled separately with the Securities and Exchange Commission. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions [***] directing all payments to be made to the Collection Account, includingwhich instructions may be given in the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, without limitationscope and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the ActIndependent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance satisfactory to the Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) Purchaser shall have received from each party thereto either of the following: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a An executed counterpart of this Agreement. (bii) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, Seller authorizing this Agreement and the other Credit Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered hereunder on pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or before delivered by the Closing DateSeller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto. (giii) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP An officer incumbency and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel specimen signature certificate for the Loan PartiesSeller and the Guarantor. (iv) Organizational documents of the Seller and the Guarantor certified by the applicable governmental authority (as applicable), a favorable opinionand evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall deem advisable with respect to the Seller, each substantially and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports. (vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder. (vii) Opinions of counsel to the form attached hereto as Exhibit B Seller and as the Guarantor, including opinions with respect to due organization and good standing of the Seller and the Guarantor, due authorization, execution and delivery of this Agreement by the Seller and the Guarantor, validity and enforceability of this Agreement with respect to the Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale and such other matters as any Lender through the Administrative Agent Purchaser may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of Agent to execute and deliver the date on which Loan Documents and make the Commitments contemplated thereby are subject to the fulfillment, to the satisfaction of Agent, of each of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (ai) The Administrative [Reserved.] (ii) Agent (or its counsel) shall have received from a Filing Authorization Letter, duly executed by Borrower, Originator and Parent, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral; (iii) Agent shall have received each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence the following documents, in form and substance satisfactory to the Administrative Agent Agent, duly executed, and each such document shall be in full force and effect: (which may include facsimile or electronic transmission of a signed signature page of A) this Agreement; (B) that such party has signed the Foothill Fee Letter; (C) the Purchase and Contribution Agreement; (D) the Collection Account Control Agreement, the Designated Account Control Agreement, the Security Deposit Holding Account Control Agreement and Joinder to the Intercreditor Agreement in favor of Borrower and Agent along with a counterpart full and complete copies of this the Intercreditor Agreement, including all other joinders currently in effect, and the Lockbox Control Agreement; (E) the Servicing Agreement; (F) the Backup Servicing Agreement; (G) the Custodian Agreement; (H) the U.S. Bank Fee Letter; and (I) the Vehicle Lienholder Nominee Agreement. (biv) The LendersAgent shall have received a certificate from the Secretary of each of Originator, the Administrative AgentServicer, the Arrangers Parent and each other Person entitled Borrower (A) attesting to the payment resolutions of fees such Person’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, (B) authorizing specific Authorized Persons for such Person to execute the same, and (C) attesting to the incumbency and signatures of such specific Authorized Person; (v) Agent shall have received copies of each of Originator, Servicer, Parent and Borrower’s Governing Documents, as amended, modified, or supplemented to the reimbursement or payment Closing Date, certified by the Secretary of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered such Person; (vi) Agent shall have received a certificate of status with respect to each of Originator, Servicer, Parent and Borrower, dated within 10 days of the credit facility provided for hereinClosing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such is in good standing in such jurisdiction; (vii) Agent shall have received all fees a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.Agent; (cviii) The Administrative Agent shall have received the final audited financial statements of Resource America, Inc. and Servicer for the fiscal year ended September 30, 2008, with results acceptable to Agent; (ix) Agent shall have received certified copies of the resolutions of Approved Forms and the Board of Directors of each Loan Party approving this AgreementRequired Procedures, all in form and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect substance satisfactory to this Agreement.Agent; (dx) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates from an Authorized Person of each of Originator, Servicer, Parent and Borrower to the effect that (i) each Loan Partyhas timely filed all tax returns required to be filed by it and paid all taxes shown to be due thereon (or has been included in timely filed consolidated returns for which the consolidated group has paid all taxes due) and (ii) Originator and its Subsidiaries, signed Servicer and its Subsidiaries, Parent and its Subsidiaries and Borrower have each paid all other taxes due on behalf or with respect to their respective properties, assets, income, and franchises (including real property taxes, sales taxes, and payroll taxes) prior to delinquency, except in each case such taxes that are the subject of each Loan Party respectivelya Permitted Protest; (xi) Agent shall have completed its business, by a Secretarylegal, an Assistant Secretary or a Responsible Officer thereofand collateral due diligence, dated including but not limited to the Closing Date, certifying as to receipt of final reports on the results of (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) aboveforensic audit, (B) a true the collateral audit and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorincremental collateral audit, as the case may beeach with results reasonably acceptable to Agent; (xii) Agent shall have completed background and reference checks, (D) the truthincluding but not limited to, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof)Patriot Act screening, of the representations Executive Officers with results that are satisfactory to Agent in its sole discretion; (xiii) Agent shall have completed Patriot Act and warranties set forth OFAC checks on Borrower, Parent, Servicer, Originator and Resource America, Inc. with results that are satisfactory to Agent in Section 4.01(aits sole discretion; (xiv) through Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and invoiced on or before the Closing Date and the first installment of the Initial Closing Fee (p), inclusive, (r), (sas such term is defined in the Foothill Fee Letter) and (u), as though made on and which has been fully earned as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.; (fxv) The Administrative Agent shall have received a certificate evidence satisfactory to Agent that each of Originator, Servicer, Parent and Borrower holds currently effective licenses authorizing them to make, service, acquire or hold loans and leases (as applicable) and to conduct its business as contemplated by the Loan Documents in any jurisdiction where such licensing is required; (xvi) Originator, Servicer, Parent and Borrower shall have received all licenses, waivers, approvals, evidence of other actions or consents required by any Governmental Authority or any other Person in connection with the execution and delivery such Person of the Secretary Loan Documents or an Assistant Secretary of each Loan Party certifying with the names and true signatures consummation of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the transactions contemplated thereby (other Credit Documents than permits or licenses to be delivered hereunder on obtained in connection with the conduct of a financing or before the Closing Date.leasing business); (gxvii) The Administrative [Reserved.]; (xviii) Agent shall have received acceptable evidence that Parent shall have received capital contributions of not less than $20,000,000 and that it has a Tangible Net Worth at least equal to such amount; (xix) Agent shall have received acceptable evidence that the Servicer Group has a Tangible Net Worth of not less than $35,000,000; (xx) Agent shall have received opinions from counsel to Borrower and its Affiliates addressing (A) authorization and enforceability of the Loan Documents and other corporate matters, (B) security interest and Uniform Commercial Code matters, (C) true sale matters, and (D) substantive consolidation matters, all in form and substance satisfactory to Agent; (xxi) Agent shall have received each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP Servicer Group’s and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPParent’s (inclusive of Borrower) proposed Closing Date Business Plans, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B together with such supplements and as to such other matters as any Lender updates through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date as Agent may require, which such Closing Date Business Plan and each supplement and update shall be in form and substance acceptable to Agent in its sole election; (or such later date approved xxii) evidence of the approval of the Confirmation of Release by the Administrative AgentNational City Bank; and (xxiii) all documentation other documents and other information that is required legal matters in connection with the transactions contemplated by the regulatory authorities under the applicable “know your customer” this Agreement shall have been delivered, executed or recorded and anti-money-laundering rules shall be in form and regulations, including, without limitation, the Actsubstance satisfactory to Agent.

Conditions Precedent to the Closing Date. This Agreement and the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date (or, in the case of clause (vi) below, as of a recent date): (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a counterpart certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement signed on behalf and each other Loan Document to which such Person is or will be a party, (2) approving this Agreement and each other Loan Document to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver this Agreement and each other Loan Document to which such Person is or will be a party or and any related documents and (iiB) written evidence satisfactory the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(b) and (e); (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary; and (which may include facsimile or electronic transmission vi) certificates of a signed signature page appropriate officials as to the existence and good standing of this Agreement) that such party has signed a counterpart of this Agreementthe Borrower and each Guarantor. (b) The LendersThere shall not have occurred any change, effect, event or occurrence since December 31, 2020 that, individually or in the Administrative Agentaggregate, the Arrangers and each other Person entitled has had, or would reasonably be expected to the payment of fees or the reimbursement or payment of expenseshave, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Datea Material Adverse Effect. (c) The Administrative Agent shall have received certified copies evidence that (i) Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date will be, permanently reduced on a pro rata basis among the Lenders to an aggregate amount not to exceed $500 million, (ii) the Letter of Credit Commitments (as defined in the resolutions of Existing Credit Agreement) under the Board of Directors of each Loan Party approving this Existing Credit Agreement have been terminated, or 64 Revolving Credit Facility substantially concurrently with the Closing Date will be terminated and (iii) the Borrower’s ability to borrow Swingline Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement has been terminated, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals or substantially concurrently with respect to this Agreementthe Closing Date will be terminated. (d) The Administrative Agent conditions precedent set forth in Sections 3.02(b) and (d) shall have received from each Loan Party, to the extent generally available theretofore been satisfied or waived in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (f) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). 9.02: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of following, each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and : (Ei) the absence, as of the Closing Date, of any Default or Event of Default; and this Agreement executed by each party hereto; (ii) the Guaranty executed by each of such certifications shall be true.party thereto; (fiii) The Administrative Agent shall have received a certificate of an officer and of the Secretary secretary or an Assistant Secretary assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Party certifying Document to which such Person is or will be a party, (2) approving the names Loan Documents to which such Person is or will be a party and true (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of each Loan Partysuch Person executing any documents on its behalf; provided, as the case may be, authorized that there shall be no requirement to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date.deliver such certificates for any Guarantor that is not a Material Subsidiary; (giv) The Administrative Agent shall have received from each a certificate of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for a Responsible Officer of the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and Borrower certifying as to such other matters as any Lender through the Administrative Agent may reasonably request.satisfaction of the conditions in Sections 3.01(c) and (e); and (hv) The signed opinions addressed to the Administrative Agent and the Lenders shall have received, at least ten business days prior from legal counsel to the Closing Date (or such later date approved Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent) all documentation and other information ; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Actnot a Material Subsidiary.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of each Lender to make its initial extension of credit hereunder and the date on which occurrence of the Closing Date is subject to the fulfillment, to the reasonable satisfaction (or waiver in accordance with Section 11.2), of each of the following conditions is satisfied (or waived in accordance with Section 11.02).conditions: (a) The Administrative the Agent (or its counsel) shall have received from this Agreement, the Agent Fee Letter and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.thereto; (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies the written opinions, dated the Closing Date, of counsel to the resolutions of the Board of Directors of each Loan Party approving this AgreementParties, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement., which written opinions shall be in form and substance reasonably satisfactory to the Agent; (dc) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of status with respect to each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated within 30 days of the Closing Date, certifying as or confirmed by facsimile, if facsimile confirmation is available, each such certificate to (A) be issued by the absence secretary of any amendments to state of the charter jurisdiction of incorporation or formation of such Loan Party, as and, to the case may beextent available in such jurisdiction, since which certificates shall indicate that the date of the certificates referred to applicable Loan Party is in paragraph good standing in such state; (d) above, (B) the Agent shall have received a true and correct copy of the bylaws of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (e) the case may beAgent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other documents to be delivered by it in effect connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (f) the Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to each Loan Party executing this Agreement and the other Loan Documents not previously delivered to the Agent to which it is a party, certified by a Responsible Officer, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (g) to the extent invoiced at least three Business Days prior to the Closing Date, the Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and all fees due on the Closing Date pursuant to any Fee Letter; (h) all governmental and third party approvals and other consents necessary in connection with the IPO, the Loan Documents and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions; (i) the Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the last three full fiscal years ended at least 60 days prior to the Closing Date, (Cii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the corresponding period(s) of the prior fiscal year) and (iii) with respect to the balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the fiscal quarter ended June 30, 2014, reconciliations thereof with respect to the Borrower and its Subsidiaries (and excluding Holdings) for such fiscal quarter, which shall have been reviewed by the independent accountants for Holdings as provided in Statement of Auditing Standards No. 100; which are prepared in accordance with US GAAP and meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-1; (j) the absence of any proceeding for Agent shall have received customary officer certificates in form and substance reasonably satisfactory to the dissolution or liquidation Agent signed by a Financial Officer of the Borrower or any Guarantor, as (i) certifying that the case may beconditions in Sections 3.1(h), (Dk), (l), (m), and (n) have been satisfied, (ii) certifying that the Borrower and its Subsidiaries, on a Stand Alone Basis, are Solvent on the Closing Date and (iii) demonstrating compliance on the Closing Date with the financial covenants in Sections 6.12(b), (c) and (d), in each case, on a pro forma basis for the Transactions; (k) (i) the truthIPO with gross proceeds of not less than $100,000,000.00 shall have been consummated, (ii) 100% of the outstanding general partnership interests of the Borrower shall have been contributed to Holdings and (iii) 100% of the outstanding membership interests issued by FSCO and by FSM shall have been contributed to the Borrower; (l) the representations and warranties of Loan Parties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date (except provided that, to the extent that in each case, such materiality qualifier shall not be applicable to any representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that are already is qualified or modified by as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in the text thereofall respects on such respective dates), ; (m) no Event of the representations Default or Unmatured Event of Default shall have occurred and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made be continuing on and as of the Closing Date, and (E) nor shall result from the absence, as making of extensions of credit on the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.; (fn) The Administrative Agent the Borrower and its Subsidiaries shall have received a certificate of no Debt outstanding other than pursuant to the Secretary or an Assistant Secretary of each Loan Party certifying the names Revolving Credit Facility and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents Debt permitted to be delivered hereunder on or before outstanding under the Closing Date.terms of this Agreement; and (go) The Administrative the Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days 5 Business Days prior to the Closing Date (or such later date approved by the Administrative Agent) Date, all documentation and other information that is required by the bank regulatory authorities under the applicable “know your know-your-customer” and anti-money-money laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, as reasonably requested by any of the ActAgent and/or the Lenders in writing at least 10 Business Days in advance of the Closing Date.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on which each occurrence of the Closing Date is subject to the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent a Rule 2.5 announcement concerning the Transaction shall have occurred; (b) this Agreement shall be executed and delivered by each of the parties hereto; (c) the Intercreditor Deed and the Warrant shall be entered into by each of the parties party thereto in form and substance satisfactory to Gurnet; (d) Gurnet (or its counsel) shall have received from each party thereto either certified copies of (i) a counterpart the constitutional documents of this Agreement signed on behalf each of such party or the Borrower and the Guarantor; (ii) written evidence resolutions of the board of directors of each of the Borrower and the Guarantor approving and authorizing such Person’s execution, delivery and performance of the Finance Documents to which it is party and the transactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Borrower or the Guarantor, as applicable, of any changes therein; and (iv) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (e) a certificate from the Guarantor confirming that the provisions of Section 239 of the Act do not prohibit the execution by the Guarantor of any of the Finance Documents which it is intended that the Guarantor will execute by reason of the fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (f) a legal opinion of Dentons US LLP, legal adviser to the Borrower, addressed to Gurnet in form and substance satisfactory to Gurnet, on the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page legality, validity and enforceability of this Agreement) that such party has signed a counterpart of this Agreement.; (bg) The Lendersthe Borrower, the Administrative AgentGuarantor, the Arrangers Gurnet and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, EIB shall have received all fees required entered into the EIB Amendment and Consent in form and substance satisfactory to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.Gurnet; and (ch) The Administrative Agent the Borrower shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, certify that (i) listing the charters of each Loan Partyrepresentations and warranties in this Agreement shall be true, as the case may beaccurate, and each amendment thereto on file complete in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect all material respects on the Closing Date; provided, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorhowever, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language materiality in the text thereof); and provided, of the further that those representations and warranties set forth expressly referring to a specific date shall be true, accurate and complete in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and all material respects as of the Closing Datesuch date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications shall be true. (f) The Administrative Agent Default shall have received a certificate occurred and be continuing or result from the entering into of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing DateAgreement. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of each Lender to make its initial extension of credit hereunder and the date on which occurrence of the Closing Date is subject to the fulfillment (or waiver), to the reasonable satisfaction of the Agent and each Lender, of each of the following conditions is satisfied (or waived in accordance with Section 11.02).conditions: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or Agreement, (ii) written evidence satisfactory the Pledge and Security Agreement pursuant to which a Lien is granted on the Administrative Collateral in favor of the Agent, for the ratable benefit of the Lenders, and pursuant to which the Agent is authorized to file customary “all assets” UCC-1 financing statements; (which may include facsimile iii) the Commitment Letter; (iv) each other Loan Document, each duly executed and delivered by each party hereto or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.thereto; (b) The LendersAgent shall have received the written opinions, dated the Administrative AgentClosing Date, the Arrangers and each other Person entitled of counsel to the payment of fees or the reimbursement or payment of expensesLoan Parties, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to this Agreement and the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.other Loan Documents; (c) The Administrative Agent shall have received certified copies a certificate of the resolutions of the Board of Directors of status with respect to each Loan Party approving dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the applicable Governmental Authority, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement.which certificates shall indicate that the applicable Loan Party is in good standing in such jurisdiction; (d) The Administrative Agent shall have received from a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower; (e) The Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other documents to be delivered by it in connection herewith and therewith; (f) The Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to each Loan Party executing this Agreement and the other Loan Documents not previously delivered to the Agent to which it is a party, certified by a Responsible Officer; (g) The Borrower shall have paid all expenses required to be reimbursed to the Agent pursuant to the terms of this Agreement in connection with the transactions (to the extent generally available invoiced at least three Business Days prior to the Closing Date) and all fees due on the Closing Date pursuant to the Commitment Letter; (h) The Arrangers shall have received the following (collectively, the “Historical Financial Statements”): (i) (A) audited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower, prepared in accordance with GAAP, for the two most recent fiscal years that shall have ended at least 60 days prior to the Closing Date; and (B) unaudited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Borrower, prepared in accordance with GAAP, for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (A) above and at least 40 days prior to the Closing Date, in the relevant jurisdiction, a copy case of a clauses (A) and (B) above. The Arrangers hereby acknowledge that the Borrower’s public filing with the SEC of any required financial statements will satisfy the applicable requirements of this clause (i); (i) The Arrangers shall have received an officer’s certificate or certificates (as to the satisfaction of the Secretary closing conditions set forth in clause (j) of State this Section 3.1 and (B) a solvency certificate in the form of Exhibit F from the Borrower executed by its chief financial officer (or other appropriate public officialperson with equivalent responsibilities); (j) At the time of and upon giving effect to the borrowing and application of the jurisdiction of its incorporation, dated reasonably near Loans on the Closing Date, (i) listing the charters representations and warranties of each Loan Party, as Parties contained in this Agreement and the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each other Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent Documents shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a be true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects on and as of the Closing Date (except provided that, to the extent that in each case, such materiality qualifier shall not be applicable to any representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that are already is qualified or modified by as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in the text thereof), of the representations and warranties set forth in Section 4.01(aall respects on such respective dates) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications Default or Unmatured Event of Default shall have occurred and be continuing; (k) The Refinancing shall be true.consummated substantially concurrently with the initial funding of the Credit Facilities; (fl) The Administrative Agent shall have received a certificate (i) all filings and recordations that are necessary to perfect the security interests of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures Agent, on behalf of the officers of each Loan PartySecured Parties, as in the case may be, authorized to sign, and signing, this Agreement Collateral and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from evidence reasonably satisfactory to the Agent that upon such filings and recordations such security interests constitute valid and perfected First Priority Liens thereon (subject to Liens permitted by Section 6.2) and (ii) (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock power for each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP such certificate duly executed in blank by the registered owner thereof and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel (B) each original promissory note pledged pursuant to the Collateral Documents together with an undated allonge for each such promissory note duly executed in blank by the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request.holder thereof; (hm) The Administrative Agent and the Lenders Arrangers shall have received, at least ten business five days prior to the Closing Date (or such later date approved by the Administrative Agent) Date, all documentation and other information requested by it in writing to the Borrower at least 10 Business Days prior to the Closing Date that is required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, including without limitation the USA Patriot Act and the Beneficial Ownership Regulation (including, without limitationto the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification); (n) At least two (2) Business Days prior to the Closing Date, the ActBorrower shall have delivered to the Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof; and (o) The Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions reasonably requested by the Agent and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Liens other than Liens permitted pursuant to Section 6.2 have been, or will be simultaneously or substantially concurrently with the Closing Date, released (or arrangements reasonably satisfactory to the Agent for such release shall have been made).

Conditions Precedent to the Closing Date. This The occurrence of the Closing Date, the effectiveness of this Agreement shall not become effective until and the date on which making of the Term Loan by the Lender are subject to the prior satisfaction of each of the following conditions is satisfied (or unless waived in accordance with Section 11.02).writing by the Lender in its sole discretion): (a) The Administrative Agent (or its counsel) Delivery to the Lender of the following executed originals of each Financing Document, each of which shall be satisfactory in form and substance to the Lender and shall have received from each party thereto either been duly authorized, executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory the Note; (iii) the Security Agreement; (iv) the Member Pledge; (v) the Collateral Agency and Depositary Agreement (vi) the SolarCity Indemnity Agreement; and (vii) any other Financing Document contemplated or required to be effective as of the Closing Date (to the Administrative Agent (which may include facsimile or electronic transmission extent such documents are required to be executed as of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementthe Closing Date). (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled Delivery to the payment Lender of fees or the reimbursement or payment following, each of expenses, pursuant hereto or which shall be reasonably satisfactory in form and substance to those certain fee letters dated November 7, 2014, the Lender and shall have been duly executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.party thereto: (i) The Administrative Agent shall have received a certificate or certificates of secretary’s certificate, satisfactory in form and substance to the Lender, from Borrower and Member, signed by each of each Loan Party, signed on behalf its respective authorized Responsible Officers and dated as of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to the Organizational Documents of each such party (A) the absence of any amendments which, to the charter extent filed with a Governmental Authority, shall be certified as of a recent date by such Loan Governmental Authority), the resolutions of the governing body of each such Party, as the case may begood standing, since the date existence or its equivalent of each such party and of the certificates referred to in paragraph incumbency of the Responsible Officers of each such Party. (d) above, (Bii) a true and correct copy Closing Certificate of the bylaws Borrower, dated as of each Loan Party, as the case may be, as in effect on the Closing Date. (iii) an opinion, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and dated as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, counsel to Borrower and Member, in a form reasonably acceptable to Lender; [***] Confidential treatment has been requested for the Loan Partiesbracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) Delivery to the Lender of copies of the following documents, a favorable opinionduly authorized, executed and delivered by the parties thereto: (i) Sale Documents; (ii) Maintenance Services Agreement; (iii) Asset Management Agreement; and (iv) Accession Agreement. (d) As of the Closing Date, each substantially representation and warranty set forth in Section 4.1 is true and correct in all respects (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all respects as of such earlier date). (e) No Default or Event of Default has occurred and is continuing or will result from the making of the Term Loan requested hereunder. (f) The Accounts shall have been established with the Depositary and Borrower shall have instructed SolarCity, as provider under Maintenance Services Agreement, to direct all Customer Payments and other Revenues directly to the applicable Owner Account. (g) All Liens contemplated by the Security Documents to be created and perfected in favor of the Lender as of the Closing Date shall have been perfected, recorded and filed in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requestappropriate jurisdictions. (h) The Administrative Agent and the Lenders Lender shall have receivedreceived a (A) searches of UCC filings in the jurisdiction of incorporation or formation, at least ten business days prior as applicable, of Borrower and Member and each jurisdiction where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches in such jurisdictions. (i) The UCC financing statements relating to the Closing Date Collateral shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement and Borrower shall have properly delivered or caused to be delivered to the Lender all such Collateral that requires perfection of the Lien and security interest described above by possession or control. (j) All amounts [***] required to be paid to or deposited with the Lender hereunder and under any other separate agreement with such later date approved parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (k) The Lender shall have received (i) the most recent unaudited directionally correct pro forma financial statements of Borrower, such financial statements to be in the form and substance satisfactory to the Lender and (ii) the most recent annual (2011) and quarterly (2012) financial statements of each of the Owners. (l) The Lender shall have received the Financial Model, such Financial Model to be satisfactory to Lender; (m) The Lender shall have received all such documentation and information requested by the Administrative Agent) all documentation and other information Lender that is required by necessary for the regulatory authorities under Lender to identify Borrower in accordance with the applicable requirements of the Patriot Act (including the “know your customer” and anti-money-laundering rules similar regulations thereunder). (n) Borrower shall cause all amounts of the Owners on deposit or credited to any Existing Bank Accounts (other than any amounts which will be required to make the other payments required to be made under this Section 3.1 on the Closing Date) shall have been transferred to the Master Revenue Account established as provided in the Collateral Agency and regulationsDepositary Agreement. (o) Each Project shall be a qualifying small power production facility pursuant to FERC’s regulations at 18 C.F.R. § 292.203(a), includingwith a power production capacity of less than 20 MW and, without limitationto the extent required under FERC regulations to preserve such status, the ActBorrower shall have filed with FERC a notice of self-certification, or obtained from FERC an order granting certification, with respect to such status. (p) The Lender shall have received a Portfolio Report for the month of December 2012 in form and substance satisfactory to it.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either of the following: (i) a An executed counterpart of this Agreement signed on behalf of such party or and the DXC Parent Guaranty. (ii) written Certified copies of resolutions of DXC and the Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by the Initial Seller pursuant hereto or thereto. (iii) An officer incumbency and specimen signature certificate for DXC and the Initial Seller. (iv) Organizational documents of DXC and the Initial Seller certified by the applicable governmental authority (as applicable), and evidence satisfactory of good standing (as applicable). (v) Opinions of counsel to DXC and the Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Purchase Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), true sale and such other matters as the Administrative Agent and the Purchasers may reasonably request. (which may include facsimile or electronic transmission vi) Evidence of a signed signature page the establishment of this Agreementeach Seller Account relating to the Initial Seller. (vii) An executed Account Control Agreement with respect to the Collection Account relating to the Initial Seller. (viii) A certification that such party the Initial Seller has signed a counterpart of this Agreementinstructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Initial Seller shall have received paid all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented owed on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by to the Administrative AgentAgent (if, applicable, for the benefit of the Purchasers) all documentation pursuant to the terms of this Agreement or any fee letter executed in connection herewith; provided, however, for administrative \ convenience it is agreed and other information that is required by the regulatory authorities under Sellers hereby instruct the applicable “know your customer” Administrative Agent and anti-money-laundering rules and regulations, including, without limitation, the ActPurchasers to withhold such fees from the initial purchase of Receivables hereunder.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on which each occurrence of the Closing Date is subject to the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent a Rule 2.5 announcement concerning the Transaction shall have occurred; (b) this Agreement shall be executed and delivered by each of the parties hereto; (c) the Warrant, the Debenture and the Share Charge shall each be executed and delivered by each of the parties party thereto; (d) the Priorities Agreement shall be entered into by each of the parties party thereto in form and substance satisfactory to Gurnet; (e) Gurnet (or its counsel) shall have received certified copies of (i) the constitutional documents of each of the Borrower and the Guarantor; (ii) resolutions of the board of directors of each of the Borrower and the Guarantor approving and authorizing such Person’s execution, delivery and performance of the Finance Documents to which it is party and the transactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Borrower or the Guarantor, as applicable, of any changes therein; and (iv) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (f) a certificate from each party thereto either the Guarantor confirming that the provisions of Section 239 of the Act do not prohibit the execution by the Guarantor of any of the Finance Documents which it is intended that the Guarantor will execute by reason of the fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (g) a legal opinion of [●], legal adviser to the Borrower, addressed to Gurnet in form and substance satisfactory to Gurnet, on the legality, validity and enforceability of this Agreement and the Security Documents and the valid existence of the Borrower and the Guarantor and the authority and capacity of the Borrower and the Guarantor to enter into the Finance Documents and on the due execution and choice of law of the Finance Documents; (h) a Form C1 in respect of the Debenture shall have been delivered to Gurnet; (i) a counterpart copy of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees notices required to be paid by sent under the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices Security Documents shall have been presented on or before delivered prior to the Closing Date.; (cj) The Administrative Agent the Borrower, the Guarantor and EIB shall have received certified copies of entered into the resolutions of the Board of Directors of each Loan Party approving this Agreement, EIB Amendment and of all documents evidencing other necessary corporate action Consent in form and governmental and regulatory approvals with respect substance satisfactory to this Agreement.Gurnet; and (dk) The Administrative Agent the Borrower shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, certify that (i) listing the charters of each Loan Partyrepresentations and warranties in this Agreement shall be true, as the case may beaccurate, and each amendment thereto on file complete in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect all material respects on the Closing Date; provided, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorhowever, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language materiality in the text thereof); and provided, of the further that those representations and warranties set forth expressly referring to a specific date shall be true, accurate and complete in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and all material respects as of the Closing Datesuch date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications shall be true. (f) The Administrative Agent Default shall have received a certificate occurred and be continuing or result from the entering into of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing DateAgreement. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date: (i) a counterpart of this Agreement signed on behalf of such executed by each party or hereto; (ii) written evidence satisfactory the Guaranty executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementMaterial Subsidiary. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies a certificate of appropriate officials as to the existence and good standing of the resolutions of Borrower and each Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the Board of Directors of each Loan Party approving this Agreementaggregate, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect has had, or would reasonably be expected to this Agreementhave, a Material Adverse Effect. (d) The Administrative Agent shall have received from each Loan Partyevidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to the extent generally available in the relevant jurisdictioncustomary payoff documentation, a copy of a certificate or certificates including evidence of the Secretary release of State Liens, if any, granted in connection therewith. 61 Revolving Credit Facility (or other appropriate public officiale) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (iThe conditions precedent set forth in Sections 3.02(b) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (iid) stating, shall have theretofore been satisfied or waived in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (g) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on obligations of the Lender hereunder are subject to and conditional upon the following conditions precedent being fulfilled to the satisfaction of the Lender, which conditions precedent are for the sole and exclusive benefit of the Lender: 3.1.1 this Agreement and each of the following conditions is satisfied other Transaction Documents, (other than the Blocked Account Agreements, Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the IQ Warrant Agreement, the certificates representing the Warrants and the Funding Direct Agreements), including all notices, share certificates, stock transfer forms and other ancillary documents required to be delivered pursuant to the Security Documents, will have been executed and delivered by all parties thereto on or waived prior to the Closing Date and each shall be in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence form and substance satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Lender; (b) The Lenders, 3.1.2 the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent Lender shall have received certified copies of the resolutions Organizational Documents of the Board of Directors Obligors and Telesat Parent, the resolutions authorizing the execution, delivery and performance of each Obligor’s and Telesat Parent’s obligations under the Loan Party approving this AgreementDocuments to which it is a party and the transactions contemplated herein, and certificates as to the incumbency of all documents evidencing other necessary corporate action the officers of each Obligor and governmental and regulatory approvals with respect to this Agreement.Telesat Parent; (d) The Administrative Agent 3.1.3 the Lender shall have received from each Loan Party, to certified copies of all agreements which restrict or limit the extent generally available in powers of any Obligor or its directors or officers not otherwise delivered under Subsection 3.1.2 of this Agreement; 3.1.4 the relevant jurisdiction, a copy of a certificate or Lender shall have received certificates of the Secretary of State status, compliance or good standing (or other appropriate public officialthe local law equivalent), as applicable, of each Obligor and Telesat Parent; 3.1.5 the Lender shall have received certified copies of all consents, authorizations, approvals or permissions (each of which shall be in full force and effect) of any Governmental Authorities or other third parties (including in connection with the jurisdiction IQ Investment Agreements) required for the execution, delivery and performance of its incorporation, dated reasonably near each Obligor’s and Telesat Parent’s obligations under the Transaction Documents to which it is a party and the transactions contemplated therein as of the Closing Date, (i) listing ; 3.1.6 the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent Lender shall have received a certificate or certificates currently dated Officer’s Certificate of each the Borrower: 3.1.6.1 certifying the organizational chart of each Loan Party, signed on behalf the Telesat Group; 3.1.6.2 attaching certified copies of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Permits listed in Schedule 6.1.17 attached hereto (as at the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date ); 3.1.6.3 attaching certified executed copies of the certificates referred to Material Project Contracts listed in paragraph Schedule 6.1.16 attached hereto (d) above, (B) a as at the Closing Date); 3.1.6.4 certifying that all of the representations and warranties contained herein and all of the representations and warranties contained in each other Loan Document are true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except it being understood and agreed that in each case, such materiality qualifier shall not be applicable any representation or warranty that is qualified as to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language shall be true and correct in the text thereofall respects), ; 3.1.6.5 certifying that no (A) Default or Event of the representations and warranties set forth in Section 4.01(a) through (p), inclusiveDefault, (r)B) “Default” or “Event of Default” (or similar terms) as defined in any Transaction Document, (s) and (u)C) “Default” or “Event of Default” (or similar terms) as defined in any Core Material Project Contract, as though made in each case, shall have occurred and be continuing on and as of the Closing Date, and (E) the absence, as of the Closing Date, of nor shall any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate Default under any of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures agreements referred to in clause (A) through (C) arise as a result of the officers of each Loan Party, as Closing or the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder initial Advance made on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.; and

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date: (i) a counterpart of this Agreement signed on behalf of such executed by each party or hereto; (ii) written evidence satisfactory the Guaranty executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementMaterial Subsidiary. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies a certificate of appropriate officials as to the existence and good standing of the resolutions of Borrower and each Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the Board of Directors of each Loan Party approving this Agreementaggregate, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect has had, or would reasonably be expected to this Agreementhave, a Material Adverse Effect. (d) The Administrative Agent shall have received from each Loan Partyevidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to the extent generally available in the relevant jurisdictioncustomary payoff documentation, a copy of a certificate or certificates including evidence of the Secretary release of State Liens, if any, granted in connection therewith. (or other appropriate public officiale) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (iThe conditions precedent set forth in Sections 3.02(b) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (iid) stating, shall have theretofore been satisfied or waived in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (g) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement and the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date (or, in the case of clause (vi) below, as of a recent date): (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a counterpart certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement signed on behalf and each other Loan Document to which such Person is or will be a party, (2) approving this Agreement and each other Loan Document to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver this Agreement and each other Loan Document to which such Person is or will be a party or and any related documents and (iiB) written evidence satisfactory the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(b) and (e); (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary; and (which may include facsimile or electronic transmission vi) certificates of a signed signature page appropriate officials as to the existence and good standing of this Agreement) that such party has signed a counterpart of this Agreementthe Borrower and each Guarantor. (b) The LendersThere shall not have occurred any change, effect, event or occurrence since December 31, 2020 that, individually or in the Administrative Agentaggregate, the Arrangers and each other Person entitled has had, or would reasonably be expected to the payment of fees or the reimbursement or payment of expenseshave, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Datea Material Adverse Effect. (c) The Administrative Agent shall have received certified copies evidence that (i) Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date will be, permanently reduced on a pro rata basis among the Lenders to an aggregate amount not to exceed $500 million, (ii) the Letter of Credit Commitments (as defined in the resolutions of Existing Credit Agreement) under the Board of Directors of each Loan Party approving this Existing Credit Agreement have been terminated, or substantially concurrently with the Closing Date will be terminated and (iii) the Borrower’s ability to borrow Swingline Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement has been terminated, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals or substantially concurrently with respect to this Agreementthe Closing Date will be terminated. (d) The Administrative Agent conditions precedent set forth in Sections 3.02(b) and (d) shall have received from each Loan Party, to the extent generally available theretofore been satisfied or waived in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (f) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date: (i) a counterpart of this Agreement signed on behalf of such executed by each party or hereto; (ii) written evidence satisfactory the Guaranty executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementMaterial Subsidiary. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies a certificate of appropriate officials as to the existence and good standing of the resolutions of Borrower and each Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the Board of Directors of each Loan Party approving this Agreementaggregate, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect has had, or would reasonably be expected to this Agreementhave, a Material Adverse Effect. (d) The Administrative Agent shall have received from each Loan Partyevidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to the extent generally available in the relevant jurisdictioncustomary payoff documentation, a copy of a certificate or certificates including evidence of the Secretary release of State Liens, if any, granted in connection therewith. (or other appropriate public officiale) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (iThe conditions precedent set forth in Sections 3.02(b) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (iid) stating, shall have theretofore been satisfied or waived in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (g) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until the date on which each of is subject to the following conditions is satisfied (precedent having been complied with to the satisfaction of or waived in accordance with Section 11.02).writing by the Participants on or before the Closing Date (each document, instrument, certificate, opinion or other paper referred to below to be in form and substance reasonably satisfactory to the Participants and, unless otherwise specified, to be dated the Closing Date): (a) The Administrative Agent following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (or its counselother than the Finance Parties), and an executed copy of each (other than with respect to the Finance Parties) shall have received from been delivered to each party thereto either Participant and the Security Trustee: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory to the Administrative Agent Security Agreement; (which may include facsimile or electronic transmission of a signed signature page of this iii) the Fee Letter; (iv) the Borrower Parent Pledge Agreements; (v) the Indemnity Agreement; and (vi) that such party has signed a counterpart of this Agreementthe Swap Master Agreements. (b) The Lenders, Each Participant and the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Security Trustee shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.following: (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws organizational documents of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of Borrower and the Borrower or any GuarantorParent, as the case may becertified by an authorized representative of such Person, a good standing certificate (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofif applicable), and other evidence authorizing execution, delivery and performance by such Person of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default each Operative Document to which such Person is or Event of Default; and will be a party; (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate copy of the organizational documents of the Security Trustee, certified by a Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to signSecurity Trustee, and signingother evidence authorizing the execution, delivery and performance by the Security Trustee of this Agreement and each other Operative Document to which the other Credit Security Trustee is or will be a party; (iii) an incumbency certificate of each Borrower and the Borrower Parent as to the person or persons authorized to execute and deliver Loan Operative Documents to be delivered hereunder on which it is a party and the specimen signature of such person or before the Closing Date.persons; (giv) The Administrative Agent shall have received from each an incumbency certificate of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP or in respect of the Persons authorized to execute documents on behalf of the Security Trustee and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to specimen signature of such other matters as any Lender through the Administrative Agent may reasonably request.persons; (hv) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved copies of all documents delivered by the Administrative AgentBorrower Parent under the Borrower Parent Pledge Agreements; (vi) all documentation and other information that is (including originals if required under regulation or policy) required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, including without limitation, the ActUSA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), that has been requested not less than five Business Days prior to the Closing Date; and (vii) such other documents and evidence with respect to each Borrower, the Borrower Parent and the Security Trustee as any Participant or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the other Operative Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth and compliance with any money laundering informational requirements the Participants may have. (c) All approvals and authorizations of any trustee or holder of the indebtedness or obligation of each Borrower, the Borrower Parent or any of their Affiliates which are required in connection with any of the transactions contemplated by this Agreement shall have been duly obtained, and evidence thereof shall have been delivered to each Participant and the Security Trustee. (d) On the Closing Date, the Security Trustee and the Participants shall have received evidence reasonably satisfactory to it that all of the Borrower Parent Pledged Collateral is held by the Borrower Parent free and clear of all Liens other than the Borrower Parent Pledge Agreements. (e) The Uniform Commercial Code financing statements covering all the Liens created by or pursuant to the Borrower Parent Pledge Agreements and the Security Agreement shall have been authorized by the Borrower Parent and the Borrowers, as applicable, and such financing statements or other statements or documents for the same purpose shall have been authorized to be filed in all places which the Security Trustee or its special counsel shall deem necessary or advisable. (f) The Security Trustee and the Participants shall have received an opinion addressed to the Security Trustee, the Agent and the Participants as of the Effective Date, from, in each case in form and substance reasonably satisfactory to such Participants: (i) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel to the Borrower Parent, with respect to the Borrower Parent; (ii) W▇▇▇▇▇▇ B▇▇▇▇▇▇ LLP, special New York and Delaware counsel to the Borrower Parties; and (iii) V▇▇▇▇▇ Price LLP, special English counsel to the Agent; in each case covering such additional matters as the Security Trustee or any Participant may reasonably request, including, in respect of clauses (ii) and (iii) above, as to the enforceability of each Swap Master Agreement under the laws of the State of New York and the due execution of each Swap Master Agreement by the relevant Borrower. (g) The Borrowers shall have paid the fees due on the Closing Date pursuant to the Fee Letter and to Section 2.7(b). (h) Each Participant shall have received its internal credit approvals to execute and deliver this Agreement and the other Operative Documents to which such Participant is party, and to consummate the transactions contemplated hereby and thereby.