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

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and each 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence This Agreement and the rights and obligations of the Closing Date is subject to parties hereunder will become effective on the satisfaction date on which each of the following conditions, conditions has been satisfied (or waived in accordance with Section 13.12): (a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the satisfaction Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The Administrative Agent shall have received a favorable written opinion of each of Winston & ▇▇▇▇▇▇ LLP, U.S. counsel for the Loan 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 credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and the Lenders. (d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each Purchaser in of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its sole discretion andorganization, and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, 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 certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to any agreementclause (i) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement on behalf of SSCC, document SSCE or instrument specified beloweach other Borrower, as applicable (and each of the foregoing in sub-clauses (i) and (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’s ; and each Purchaser in its sole discretion:(v) such other documents as the Administrative Agent may reasonably request. (ae) The Administrative Agent shall have received each a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of Holdings, confirming compliance as of the following:Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the date of a Credit Event therein were a reference to the Closing Date. (f) The Administrative Agent shall have received (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 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 unaudited pro forma consolidated balance sheet of SSCC and its Subsidiaries as of the 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 case, 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 DBNY and JPMCB approving Holdings and the other 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 prior to the Funding Date. (h) The Plan of Reorganization as reflected in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) An executed counterpart On or prior to the Closing Date, Holdings shall have provided to the Administrative Agent and the Co-Collateral Agents (i) an appraisal of this Agreementthe 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 CACI Performance Undertaking results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Intercreditor AgreementCo-Collateral Agents. (iij) An executed Account Control Agreement with respect to each Seller Account relating to On the Initial SellersClosing Date, the Administrative Agent and the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (iiik) Certified copies The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, payment or reimbursement of resolutions all Fees and expenses (including the reasonable fees, charges and disbursements of CACI and each 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 counsel) required to be executed reimbursed or delivered pursuant to this Agreement, the other Purchase Documents and paid by Holdings or any Borrower hereunder or under any other documents to be executed Loan Document or delivered by each Initial Seller pursuant hereto or thereto. (iv) Opinions in respect of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, the 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestAgreement. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The obligations of the Lenders to make Advances and of each Issuing Bank to issue Letters of Credit hereunder shall be subject to the following conditions having been satisfied or waived (the first such date on which each of the following conditions have been satisfied or waived, the “Closing Date”): (a) Since March 22, 2021, there has not been any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) on the Company (as defined in the Merger Agreement). (b) The Company shall have paid on the Closing Date all fees required to be paid pursuant to or in connection with this Agreement, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Company) (which amounts may be offset against the proceeds of the Facilities). US-DOCS\122160094.24 (c) On the Closing Date, the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Closing Date, certifying to the occurrence or satisfaction clauses (a) and (h) of this Section 3.02 substantially concurrently with the occurrence of the Closing Date. (d) The Agent shall have received on or before the Closing Date is subject to the satisfaction copies of the following conditionsfollowing, each to dated the satisfaction of the Administrative Agent and each Purchaser in its sole discretion andClosing Date, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, The Notes to the CACI Performance Undertaking and Lenders to the Intercreditor Agreementextent requested by any Lender pursuant to Section 2.16 prior to the Closing Date. (ii) An executed Account Control Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Seller Account relating to this Agreement and the Initial SellersNotes. (iii) Certified copies A certificate of resolutions the Secretary or an Assistant Secretary of CACI the Company certifying the names and each Initial Seller authorizing true signatures of the officers of the Company authorized to sign this Agreement and the other Purchase Documents Notes 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 hereunder, and attaching (x) the charter and by-laws of the Company certified, to the extent applicable, as of a recent date by each Initial Seller pursuant hereto or theretothe applicable state governmental authority and (y) a good standing certificate (to the extent such concept exists) from the applicable state governmental authority of the Company’s jurisdiction of incorporation. (iv) Opinions A customary opinion of Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestCompany. (v) An The Agent shall have received a certificate, substantially in the form of Exhibit E hereto, from the chief financial officer incumbency of the Borrower certifying that the Borrower and specimen signature certificate for CACI and each Initial Sellerits Subsidiaries on a consolidated basis after giving effect to the Transactions are solvent. (vi) Organizational documents of CACI (x) at least three days prior to the Closing Date all documentation and each Initial Seller certified by other information regarding the Company requested in connection with applicable governmental authority (as applicable)“know your customer” and anti-money laundering rules and regulations, and evidence of good standing (as applicable). (vii) Opinions of counsel including the Patriot Act, to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence the extent reasonably requested in writing of the existence of each Seller Account relating Company at least ten Business Days prior to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.Closing Date and

Conditions Precedent to the Closing Date. The obligations of the Lenders to make Advances hereunder shall be subject to the following conditions having been satisfied or waived (the first such date on which each of the following conditions have been satisfied or waived, the “Closing Date”): (a) Since November 30, 2023, there has not been any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) The Company shall have paid on the Closing Date all fees required to be paid pursuant to or in connection with this Agreement, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Company) (which amounts may be offset against the proceeds of the Facilities). (c) On the Closing Date, the Agent shall have received for the account of each Lender a certificate signed by a Responsible Officer of the Company, dated the Closing Date, certifying to the occurrence or satisfaction clauses (a) and (h) of this Section 3.02 substantially concurrently with the occurrence of the Closing Date. (d) The Agent shall have received on or before the Closing Date is subject to the satisfaction copies of the following conditionsfollowing, each to dated the satisfaction of the Administrative Agent and each Purchaser in its sole discretion andClosing Date, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, The Notes to the CACI Performance Undertaking and Lenders to the Intercreditor Agreementextent requested by any Lender pursuant to Section 2.16 prior to the Closing Date. (ii) An executed Account Control Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Seller Account relating to this Agreement and the Initial SellersNotes. (iii) Certified copies A certificate of resolutions a Responsible Officer of CACI the Company certifying the names and each Initial Seller authorizing true signatures of the officers of the Company authorized to sign this Agreement and the other Purchase Documents Notes 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 hereunder, and attaching (x) the charter and by-laws of the Company certified, to the extent applicable, as of a recent date by each Initial Seller pursuant hereto or theretothe applicable state Governmental Authority and (y) a good standing certificate (to the extent such concept exists) from the applicable state Governmental Authority of the Company’s jurisdiction of incorporation. (iv) Opinions A customary opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York, counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestCompany. (v) An The Agent shall have received a certificate, substantially in the form of Exhibit E hereto, from the chief financial officer incumbency of the Borrower certifying that the Borrower and specimen signature certificate for CACI and each Initial Sellerits Subsidiaries on a consolidated basis after giving effect to the Transactions are solvent. (vi) Organizational documents of CACI (x) at least three days prior to the Closing Date all documentation and each Initial Seller certified by other information regarding the Company requested in connection with applicable governmental authority (as applicable)“know your customer” and anti-money laundering rules and regulations, and evidence of good standing (as applicable). (vii) Opinions of counsel including the Patriot Act, to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence the extent reasonably requested in writing of the existence of each Seller Account relating Company at least ten Business Days prior to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.Closing Date and

Conditions Precedent to the Closing Date. The occurrence obligations of the Closing Date is subject Lenders to make Loans hereunder and the satisfaction 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, each to the satisfaction of the Administrative Agent and each Purchaser conditions is satisfied or waived in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretionaccordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated as of the followingClosing Date: (i) An this Agreement executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement.by each party hereto; (ii) An the Guaranty executed Account Control Agreement with respect to by each Seller Account relating to the Initial Sellers.party thereto; (iii) Certified 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 CACI 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 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. (b) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower and each Initial Seller authorizing this Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received evidence 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 customary payoff documentation, including evidence of the release of Liens, if any, granted in connection therewith. (e) The conditions precedent set forth in Sections 3.02(b) and (d) shall have theretofore been satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Closing Date all documentation and other Purchase Documents information about the Borrower and authorizing Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to 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 person or persons “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to sign those documents including the Closing Date, any subsequent notices 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 acknowledgements to be executed or delivered pursuant delivery by such Lender of its signature page to this Agreement, the other Purchase Documents and any other documents condition set forth in this clause (ii) shall be deemed to be executed or delivered by each Initial Seller pursuant hereto or theretosatisfied). (ivg) Opinions of counsel All fees required to CACI be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and each Initial Sellerall reasonable out-of-pocket expenses required to be paid on the Closing Date, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement 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 other Purchase Documents entered into on Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents waived in accordance 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 AccountSection 9.02), and such other matters as the Administrative Agent notice shall be conclusive and the Purchasers may reasonably requestbinding. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence Lessor shall have no obligation to acquire any Item of Equipment and subject it to the Lease Agreement unless on the Closing Date each of the following conditions are fulfilled: (i) Lessor shall have received this Agreement, the Lease Agreement, the Assembly Agency Agreement, the Loan Agreement and the Trust Agreement, and the Administrative Agent shall have received the Administrative Agent Fee Letter, in each case duly authorized, executed and delivered by each other party thereto. (ii) Lessor shall have received from Lessee, in form and substance satisfactory to Lessor, resolutions of the boards of directors of Lessee or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified as of the Closing Date by the secretary of Lessee, duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other document to be delivered in connection therewith to which it is subject a party, together with an incumbency certificate as to the satisfaction person or persons authorized to execute and deliver such documents on behalf of Lessee. (iii) Lessor shall have received from Guarantor, in form and substance satisfactory to Lessor, resolutions of the following conditionsboards of directors of Guarantor or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified by the secretary of Guarantor as of the Closing Date, duly authorizing the execution, delivery and performance of the Participation Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the satisfaction person or persons authorized to execute and deliver such documents on behalf of Guarantor. (iv) Lessor shall have received written opinions of Schu▇▇▇ ▇▇▇h & ▇abe▇ LLP, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and each Purchaser the Collateral Agent in its sole discretion andform attached hereto as Exhibit E-1. (v) Lessor shall have received a written opinion of Vale▇▇▇ ▇▇▇ner, as Esq., in-house counsel to any agreementLessee and Guarantor, document or instrument specified belowdated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:attached hereto as Exhibit E-2. (avi) Lessee shall have delivered good standing certificates dated within five (5) days of the Closing Date from the state in which the Lessee is incorporated and Guarantor shall have delivered a good standing certificate dated within five (5) days of the Closing Date from the state in which Guarantor is incorporated. (vii) The Administrative Agent and Lessor shall have received an Appraisal for all equipment sold by Lessee to Lessor on the Closing Date. (viii) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, administrative fee due on the CACI Performance Undertaking Closing Date described in Section 11.9 and all other fees set forth in the Intercreditor Agreement[Commitment Letter]. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and each 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence This Agreement shall become effective on and as of the first date (the "Closing Date Date") on which the following conditions precedent have been satisfied (and the obligation of each Lender to make the Advances hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the following conditions, each to the satisfaction of the Closing Date): (a) The Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document FFH shall have received on or instrument specified belowbefore the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent’s FFH (unless otherwise specified) and in sufficient copies for each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the followingLender: (i) An Duly executed counterpart counterparts of this Agreement, the CACI Performance Undertaking and the Intercreditor AgreementAgreement from each Credit Party. (ii) An executed Account Control Agreement with respect to each Seller Account relating The Notes payable to the Initial Sellersorder of the Lenders to the extent requested in accordance with Section 2.09. (iii) Certified copies of the resolutions of CACI the boards of directors or shareholder(s) of each of the Borrowers and each Initial Seller authorizing this Agreement and Primary Guarantor approving 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each 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 each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement and each other Purchase Documents entered into Loan Document. (iv) A copy of the charter or other constitutive document of each Borrower and each Primary Guarantor and each amendment thereto, certified (as of a date reasonably acceptable to FFH) by the Secretary of State of the jurisdiction (or other Governmental Authority, as applicable) of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (v) A certificate of each Borrower and each Primary Guarantor signed on behalf of such Credit Party by a Responsible Officer or about its secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Credit Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Credit Party as in effect on the date hereof by on which the resolutions of the board of directors (or persons performing similar functions) of such PersonPerson referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, validity liquidation or other termination of the existence of such Credit Party; and enforceability (D) the absence of any event occurring and continuing, or resulting from the Advance or the application of proceeds, if any, therefrom, that would constitute a Default. (vi) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Borrower and each Primary Guarantor certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement and the other Purchase Documents documents to be delivered hereunder. (vii) The Administrative Agent and FFH shall have received (A) a weekly cash bankruptcy budget for the 13-week period from the commencement of the Cases, prepared by the Credit Parties and in form and substance acceptable to the FFH in its sole discretion (the "Interim DIP Budget") and (B) draft 2008 audited consolidated financial statements of Parent and its Subsidiaries. (viii) A Notice of Borrowing for the Borrowing to be made on the Closing Date. (b) The Administrative Agent and the Lenders shall have received (i) satisfactory evidence of the entry of an order of the U.S. Bankruptcy Court substantially in the form of Exhibit C (the "Interim Order") approving, among other things, the Loan Documents, granting the Superpriority Claim status and other Liens described in Section 4.01(m), providing for an intercreditor arrangement with the secured parties under the Existing Facilities and including granting of the adequate protection described therein and (ii) satisfactory evidence of the issuance of the Initial CCAA Order substantially in the form of Exhibit D. (c) The Credit Parties shall be in compliance with the orders described in clause (b) above, which shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld). (d) All of the "first day orders" (including the Interim Order and the Initial CCAA Order) entered by the Bankruptcy Courts at the time of the commencement of the Cases, related orders, and motions and other documents to be filed with and submitted to the U.S. Bankruptcy Court in connection with this Agreement shall be reasonably satisfactory in form and substance to FFH. (e) No examiner with increased powers to operate the Credit Parties' material businesses or trustee, receiver, interim receiver or receiver and manager shall have been appointed with respect to such Person, non-contravention any or all of organizational documents, material agreements and law, no consents, creation the Credit Parties or their respective properties. (f) The Borrowers shall have paid all fees of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), and such other matters as the Administrative Agent and the Purchasers may reasonably request. Lenders and all expenses of the Administrative Agent and the Lenders (v) An officer incumbency including the accrued fees and specimen signature certificate for CACI expenses of counsel to the Administrative Agent and each Initial Seller. (viLender) Organizational documents of CACI due and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating payable on or prior to the Initial SellersClosing Date. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence Lessor shall have no obligation to acquire any Item of Equipment and subject it to the Lease Agreement unless on the Closing Date each of the following conditions are fulfilled: (i) Lessor shall have received this Agreement, the Lease Agreement, the Assembly Agency Agreement, the Loan Agreement and the Trust Agreement, in each case duly authorized, executed and delivered by each other party thereto. (ii) Lessor shall have received from Lessee, in form and substance satisfactory to Lessor, resolutions of the boards of directors of Lessee or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified as of the Closing Date by the secretary of Lessee, duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other document to be delivered in connection therewith to which it is subject a party, together with an incumbency certificate as to the satisfaction person or persons authorized to execute and deliver such documents on behalf of Lessee. (iii) Lessor shall have received from Guarantor, in form and substance satisfactory to Lessor, resolutions of the following conditionsboards of directors of Guarantor or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified by the secretary of Guarantor as of the Closing Date, duly authorizing the execution, delivery and performance of the Participation Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the satisfaction person or persons authorized to execute and deliver such documents on behalf of Guarantor. (iv) Lessor shall have received written opinions of Schu▇▇▇ ▇▇▇h & Zabe▇ ▇▇▇, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and each Purchaser the Collateral Agent in its sole discretion andform attached hereto as Exhibit E-1. (v) Lessor shall have received a written opinion of Vale▇▇▇ ▇▇▇ner, as Esq., in-house counsel to any agreementLessee and Guarantor, document or instrument specified belowdated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:attached hereto as Exhibit E-2. (avi) Lessee shall have delivered good standing certificates dated within five (5) days of the Closing Date from the state in which the Lessee is incorporated and Guarantor shall have delivered a good standing certificate dated within five (5) days of the Closing Date from the state in which Guarantor is incorporated. (vii) The Administrative Agent and Lessor shall have received an Appraisal for all Equipment sold by Lessee to Lessor on the Closing Date. (viii) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreementadministrative fee and all other fees as set forth in the letter agreement dated May 22, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and each 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each 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), and such other matters as 2000 between the Administrative Agent and the Purchasers may reasonably requestLessee. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is Date, the effectiveness of this Agreement and the making of the Term Loan by the Lender are subject to the prior satisfaction of each of the following conditions, each to conditions (unless waived in writing by the satisfaction of the Administrative Agent and each Purchaser Lender in its sole discretion and, as discretion): (a) Delivery to any agreement, document or instrument specified belowthe Lender of the following executed originals of each Financing Document, each of which shall be satisfactory in form and substance reasonably satisfactory to the Administrative Agent’s Lender and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of been duly authorized, executed and delivered by the followingparties thereto: (i) An executed counterpart of this Agreement; (ii) 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 extent such documents are required to be executed as of the Closing Date). (b) Delivery to the Lender of the following, each of which shall be reasonably satisfactory in form and substance to the Lender and shall have been duly executed and delivered by the party thereto: (i) a secretary’s certificate, satisfactory in form and substance to the Lender, from Borrower and Member, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, 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), the CACI Performance Undertaking resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the Intercreditor Agreementincumbency of the Responsible Officers of each such Party. (ii) An executed Account Control Agreement with respect to each Seller Account relating to a Closing Certificate of Borrower, dated as of the Initial SellersClosing Date. (iii) Certified an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to Borrower and Member, in a form reasonably acceptable to Lender; [***] 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. (c) Delivery to the Lender of copies of resolutions of CACI the following documents, duly authorized, executed and each 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 each Initial Seller pursuant hereto or the parties thereto.: (i) Sale Documents; (ii) Maintenance Services Agreement; (iii) Asset Management Agreement; and (iv) Opinions Accession Agreement. (d) As of counsel the Closing Date, each representation and warranty set forth in Section 4.1 is true and correct in all respects (unless such representation or warranty relates solely to CACI 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 appropriate jurisdictions. (h) The Lender shall have received a (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of Borrower and Member and each Initial Sellerjurisdiction where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, including opinions (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 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 respect the Lender hereunder and under any other 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 due organization 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 good standing 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 Person, due authorization, execution Financial Model to be satisfactory to Lender; (m) The Lender shall have received all such documentation and delivery information requested by the Lender that is necessary for the Lender to identify Borrower in accordance with the requirements of this Agreement the Patriot Act (including the “know your customer” and 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 Purchase Documents entered into 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 Depositary 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), with a power production capacity of less than 20 MW and, to the extent required under FERC regulations to preserve such status, the Borrower shall have filed with FERC a notice of self-certification, or about the date hereof by such Personobtained from FERC an order granting certification, 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requeststatus. (vp) An officer incumbency The Lender shall have received a Portfolio Report for the month of December 2012 in form and specimen signature certificate for CACI and each Initial Sellersubstance satisfactory to it. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence obligations of the Closing Date is subject Lenders to make Loans hereunder and the satisfaction 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, each to the satisfaction of the Administrative Agent and each Purchaser conditions is satisfied or waived in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretionaccordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated as of the followingClosing Date: (i) An this Agreement executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement.by each party hereto; (ii) An the Guaranty executed Account Control Agreement with respect to by each Seller Account relating to the Initial Sellers.party thereto; (iii) Certified 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 CACI 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 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. (b) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower and each Initial Seller authorizing this Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received evidence 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 customary payoff documentation, including evidence of the release of Liens, if any, granted in connection therewith. 61 Revolving Credit Facility (e) The conditions precedent set forth in Sections 3.02(b) and (d) shall have theretofore been satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Closing Date all documentation and other Purchase Documents information about the Borrower and authorizing Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to 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 person or persons “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to sign those documents including the Closing Date, any subsequent notices 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 acknowledgements to be executed or delivered pursuant delivery by such Lender of its signature page to this Agreement, the other Purchase Documents and any other documents condition set forth in this clause (ii) shall be deemed to be executed or delivered by each Initial Seller pursuant hereto or theretosatisfied). (ivg) Opinions of counsel All fees required to CACI be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and each Initial Sellerall reasonable out-of-pocket expenses required to be paid on the Closing Date, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement 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 other Purchase Documents entered into on Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents waived in accordance 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 AccountSection 9.02), and such other matters as the Administrative Agent notice shall be conclusive and the Purchasers may reasonably requestbinding. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence obligations of the Closing Date is subject Lenders to make Loans hereunder and the satisfaction 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, each to the satisfaction of the Administrative Agent and each Purchaser conditions is satisfied or waived in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: accordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated as of the followingClosing Date: (i) An this Agreement executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement.by each party hereto; (ii) An the Guaranty executed Account Control Agreement with respect to by each Seller Account relating to the Initial Sellers.party thereto; (iii) Certified 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 resolutions each of CACI the certificate of incorporation or other appropriate organizational document, as amended and each Initial Seller authorizing this Agreement in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the other Purchase 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 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 party and any other 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 be executed or delivered by each Initial Seller pursuant hereto or thereto.deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) Opinions a certificate of counsel a Responsible Officer of the Borrower certifying as to CACI the satisfaction of the conditions in Sections 3.01(c) and each Initial Seller, including (e); and (v) signed opinions with respect addressed 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), and such other matters as the Administrative Agent and the Purchasers may Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified requested by the applicable governmental authority (as applicable)Administrative Agent; provided, and evidence that there shall be no requirement to deliver opinions of good standing (as applicable)legal counsel for any Guarantor that is not a Material Subsidiary. (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence of Lenders’ obligation to make the Closing Date is Loans shall be subject to the satisfaction all of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser conditions precedent having been satisfied (or waived in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:accordance with Section 8.01): (a) The Administrative Agent shall have received a counterpart of this Agreement signed on behalf of each party hereto. (b) The Administrative Agent shall have received certified copies of the following: (i) An executed counterpart resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the CACI Performance Undertaking Notes and the Intercreditor Agreement. (ii) An executed Account Control Agreement of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and each 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 each Initial Seller pursuant hereto or theretoNotes. (ivc) Opinions The Administrative Agent shall have received a certificate of counsel the Secretary or an Assistant Secretary of the Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to CACI and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of sign 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestNotes. (vd) An officer incumbency The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and specimen signature certificate for CACI and each Initial Sellercharter documents filed by the Borrower. (vie) Organizational documents of CACI The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and each Initial Seller certified other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the applicable governmental authority (as applicable), and evidence of good standing (as applicable)Patriot Act to the extent reasonably requested at least 10 Business Days prior to the Closing Date. (viif) Opinions The Administrative Agent shall have received a favorable opinion of counsel ▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President, Corporate Secretary and Associate General Counsel of the Borrower, in form and substance reasonably acceptable to CACI and each Initial Seller with respect to true sale mattersthe Administrative Agent. (viiig) Evidence The Administrative Agent shall have received a certificate of an authorized officer of the existence of each Seller Account relating Borrower certifying that (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects (except to the Initial Sellersextent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) on and as of the Closing Date, as though made on and as of the Closing Date, and (B) on and as of the Closing Date and before and after giving effect to the borrowing of Loans and to the application of the proceeds therefrom, no event has occurred and is continuing, or would result from such borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default. (ixh) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller AccountThe Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. The occurrence This Agreement shall become effective on and as of the Closing Date first date on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:Closing Date): (a) The Administrative Agent shall have received each of on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) An Duly executed counterpart counterparts of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating The Notes payable to the Initial Sellersorder of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Certified copies of resolutions of CACI The Security Agreement, together with evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and each Initial Seller authorizing this Agreement protect the liens and security interests created under the Collateral Documents 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 each Initial Seller pursuant hereto or theretorequired priority thereof has been taken. (iv) Opinions Certified copies of counsel to CACI the resolutions of the boards of directors of each of the Borrower and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Purchase Documents entered into Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or about other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date hereof on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such PersonLoan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, validity before and enforceability after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2015. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Purchase Documents with respect documents to such Personbe delivered hereunder. (viii) Certificates, non-contravention in substantially the form of organizational documentsExhibit I attesting to the Solvency of the Borrower and its Restricted Subsidiaries, material agreements and law, no consents, creation of security interest and perfection of security interest on a consolidated basis (including perfection by control with respect after giving effect to each Seller Accountthe Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 5, 2016. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Administrative Agent and the Purchasers Lenders may reasonably request. request (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (including as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.Delaware corporate law

Conditions Precedent to the Closing Date. The occurrence obligation of each Lender to make Loans and the Closing Date is effectiveness of this Agreement are subject to the prior satisfaction of each of the following conditions, in each case to the satisfaction of the Administrative Agent and each Purchaser of the Lenders (unless waived in its writing by the Administrative Agent and the Lenders in their sole discretion and, as to any agreement, document and absolute discretion) on or instrument specified below, each in form and substance reasonably satisfactory prior to the Administrative Agent’s and each Purchaser in its sole discretionClosing Date: (a) Delivery to the Agents of each of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) this Agreement; (ii) the Depositary Agreement; (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 Lender). (b) Each representation and warranty set forth in Section 4.1 is 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). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent shall have received and each Lender of the following: (i) An executed counterpart a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of this Agreementits respective authorized Responsible Officers and dated 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 CACI Performance Undertaking good standing, existence or its equivalent of each such party and of the Intercreditor Agreement.incumbency of the Responsible Officers of each such Party; (ii) An executed Account Control Agreement with respect a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Seller Account relating 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 (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Initial Sellers.Closing Date in accordance with the terms and conditions hereof; (iii) Certified copies an opinion, dated as of resolutions the Closing Date, of CACI ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each 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 each Initial Seller pursuant hereto or thereto.Lender; (iv) Opinions an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to CACI the Loan Parties, in form and substance reasonably acceptable to the Agents and each Initial SellerLender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; [***] 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. (e) 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 opinions with respect to due organization and good standing of each such Person, due authorization, execution and 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 Purchase Documents entered into on than fees payable to the Lenders or about the date hereof by Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or 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 AccountLender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and such other matters as substance satisfactory to the Administrative Agent and the Purchasers may reasonably requesteach Lender. (vj) An officer incumbency The Agents and specimen signature certificate Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for CACI the Agents and each Initial Sellerthe Lenders to identify Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). [***] 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. (vik) Organizational documents All Accounts required to be open as of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable)Closing Date under the Depositary Agreement shall have been opened. (viil) Opinions of counsel The Borrower shall deliver to CACI and each Initial Seller with respect the Lessee payment instructions [***] directing all payments to true sale mattersbe made to the Collection Account, which instructions may be given in the NDA. (viiim) Evidence The Administrative Agent shall have received a report of the existence of each Seller Account relating Independent Engineer in form, scope and substance satisfactory to the Initial Sellers.Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (ixn) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to The Administrative Agent shall have received an estoppel certificate with respect the applicable Seller AccountMaster Lease, which certificate may be included in the NDA.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent Purchaser shall have received each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and (A) each 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 executed, 163908148 delivered or delivered submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed executed, delivered or delivered submitted by each Initial Seller 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. (iv) Opinions of counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request. (viii) An officer incumbency and specimen signature certificate for CACI each Seller and each Initial Sellerthe Guarantor. (viiv) Organizational documents of CACI each Seller and each Initial Seller the Guarantor certified by the applicable governmental authority Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, 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 CACI the Sellers and each Initial Seller the Guarantor, including opinions with respect to due organization and good standing of each Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale matterssale, and such other matters as Purchaser may reasonably request. (viii) Evidence of the existence establishment of each the Seller Account relating to the Initial SellersAccounts. (ix) An executed Account Control Agreement with respect to each Seller Account. (x) An executed Seller A Power of Attorney. (xi) Evidence of acceptance by the Process Agent of its appointment on behalf of Seller A pursuant to Section 13.15. (xii) A certification from each Seller that each Initial Seller it has instructed each Approved Obligor to pay all amounts owing on Receivables that are or will be Purchased Receivables only to the applicable a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other than a Seller Account.. 163908148

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretionconditions 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 certified copies of (i) the constitutional documents of each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking Borrower and the Intercreditor Agreement. Guarantor; (ii) An executed Account Control Agreement with respect 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 each Seller Account relating to which it is party and the Initial Sellers. transactions contemplated thereby; (iii) Certified copies signature and incumbency certificates of resolutions the officers and/or managers of CACI and each Initial Seller authorizing this Agreement of the Borrower and the other Purchase Documents and authorizing a person or persons to sign those documents including Guarantor executing any subsequent notices and acknowledgements of the Finance Documents, each of which such Person hereby certifies to be executed 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 delivered pursuant to this Agreementthe Guarantor, the other Purchase Documents as applicable, of any changes therein; and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto. (iv) Opinions companies registration office, judgment and winding up petitions searches against each of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement the Borrower and the other Purchase 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 entered into 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 or about the date hereof by such Personlegality, validity and enforceability of this Agreement; (g) the Borrower, the Guarantor, Gurnet and EIB shall have entered into the EIB Amendment and Consent in form and substance satisfactory to Gurnet; and (h) the Borrower shall certify that (i) the representations and warranties in this Agreement and the other Purchase Documents with respect to such Personshall be true, 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)accurate, and complete in all material respects on the Closing Date; provided, however, that such other matters materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as the Administrative Agent and the Purchasers may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable)such date, and evidence (ii) no Event of good standing (as applicable)Default shall have occurred and be continuing or result from the entering into of this Agreement. (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date hereunder is subject to the satisfaction of condition precedent that the following conditionsBuyer, each to the satisfaction of Borrower and the Administrative Agent (as the Borrower’s assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date, and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Buyer, the Borrower and the Administrative AgentAgent (as the Borrower’s and each Purchaser in its sole discretion:assignee): (a) The Administrative Agent shall have received each A copy of the following: (i) An executed counterpart resolutions or written consent of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to board of directors or managers or other equivalent governing body of each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and each Initial Seller authorizing Originator approving this Agreement and the other Purchase Transaction Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or delivered pursuant Assistant Secretary (or equivalent) of such Originator; (b) Good standing certificates, or an equivalent certificate, for each Originator issued as of a recent date reasonably acceptable to this Agreementthe Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) by the Secretary of State, or other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto.equivalent authority, of the jurisdiction of such Originator’s organization; (ivc) Opinions A certificate of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing the Secretary or Assistant Secretary (or equivalent) of each Originator certifying the names and true signatures of the officers authorized on such Person, due authorization, execution and delivery of ’s behalf to sign this Agreement and the other Purchase Transaction Documents entered into to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) may conclusively rely until such time as the Servicer, the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of such Originator; (e) The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Buyer as the buyer/assignee of the Receivables sold by such Originator as may be necessary or, in the Buyer’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Buyer hereunder; (f) Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or about prior to the date hereof Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search results showing no evidence of such liens filed against any Originator; (g) Favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer, the Borrower, the Administrative Agent (as the Borrower’s assignee), and each Group Agent; (h) [Reserved]; and (i) Evidence of (i) the execution and delivery by such Person, validity each Originator and enforceability the Buyer of this Agreement and each of the other Purchase Transaction Documents with respect to such Personbe executed and delivered in connection herewith; and (ii) that each of the conditions precedent to the execution, non-contravention delivery and effectiveness 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), and such other matters Transaction Documents has been satisfied to the Buyer’s, the Borrower’s and the Administrative Agent’s (as the Administrative Agent and the Purchasers may reasonably requestBorrower’s assignee) satisfaction. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence obligation of Agent to execute and deliver the Closing Date is Loan Documents and make the Commitments contemplated thereby are subject to the fulfillment, to the satisfaction of Agent, of each of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretionconditions precedent: (ai) The Administrative [Reserved.] (ii) Agent shall have received 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 of the followingfollowing documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (iA) An executed counterpart of this Agreement; (B) the Foothill Fee Letter; (C) the Purchase and Contribution Agreement; (D) the Collection Account Control Agreement, the CACI Performance Undertaking 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 full and complete copies of the Intercreditor Agreement., including all other joinders currently in effect, and the Lockbox Control Agreement; (iiE) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers.Servicing Agreement; (iiiF) Certified copies of resolutions of CACI and each 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 Backup Servicing Agreement, ; (G) the other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or theretoCustodian Agreement; (H) the U.S. Bank Fee Letter; and (I) the Vehicle Lienholder Nominee Agreement. (iv) Opinions of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing Agent shall have received a certificate from the Secretary of each of Originator, Servicer, Parent and Borrower (A) attesting to the resolutions of such Person’s Board of Directors authorizing its execution, due authorizationdelivery, execution and delivery performance of this Agreement and the other Purchase Loan Documents entered into on 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 about supplemented to the date hereof Closing Date, certified by the Secretary of such Person, validity and enforceability ; (vi) Agent shall have received a certificate 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 status with respect to each Seller Account)of Originator, Servicer, Parent and Borrower, dated within 10 days of the Closing Date, such other matters as the Administrative Agent and the Purchasers may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified to be issued by the applicable governmental authority (as applicable)appropriate officer of the jurisdiction of organization of such entity, and evidence of which certificate shall indicate that such is in good standing (as applicable).in such jurisdiction; (vii) Opinions Agent shall have received a certificate of counsel insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to CACI and each Initial Seller with respect to true sale matters.Agent; (viii) Evidence Agent shall have received the final audited financial statements of Resource America, Inc. and Servicer for the existence of each Seller Account relating fiscal year ended September 30, 2008, with results acceptable to the Initial Sellers.Agent; (ix) A certification Agent shall have received certified copies of the Approved Forms and the Required Procedures, all in form and substance satisfactory to Agent; (x) Agent shall have received a certificate from an Authorized Person of each of Originator, Servicer, Parent and Borrower to the effect that (i) each has 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, Servicer and its Subsidiaries, Parent and its Subsidiaries and Borrower have each paid all other taxes due on 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 a Permitted Protest; (xi) Agent shall have completed its business, legal, and collateral due diligence, including but not limited to the receipt of final reports on the results of (A) the forensic audit, (B) the collateral audit and (C) the incremental collateral audit, each with results reasonably acceptable to Agent; (xii) Agent shall have completed background and reference checks, including but not limited to, Patriot Act screening, of the Executive Officers with results that are satisfactory to Agent in its sole discretion; (xiii) Agent shall have completed Patriot Act and OFAC checks on Borrower, Parent, Servicer, Originator and Resource America, Inc. with results that are satisfactory to Agent in its sole discretion; (xiv) 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 (as such term is defined in the Foothill Fee Letter) which has been fully earned as of the Closing Date; (xv) Agent shall have received evidence satisfactory to Agent that each Initial Seller 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 Loan Documents or with the consummation of the transactions contemplated thereby (other than permits or licenses to be obtained in connection with the conduct of a financing or leasing business); (xvii) [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 instructed 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 Approved Obligor of Servicer Group’s and Parent’s (inclusive of Borrower) proposed Closing Date Business Plans, together with such supplements and updates through 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 pay Agent in its sole election; (xxii) evidence of the approval of the Confirmation of Release by National City Bank; and (xxiii) all amounts owing on Receivables only other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed or recorded and shall be in form and substance satisfactory to the applicable Seller AccountAgent.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking Agreement and the Intercreditor AgreementDXC Parent Guaranty. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI DXC and each 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 each 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 of good standing (as applicable). (v) Opinions of counsel to CACI DXC and each 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. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence establishment of each Seller Account relating to the Initial SellersSeller. (ixvii) An executed Account Control Agreement with respect to the Collection Account relating to the Initial Seller. (viii) A certification that each the Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account. (b) The Initial Seller shall have paid all fees owed on or prior to the Closing Date to the Administrative Agent (if, applicable, for the benefit of the Purchasers) pursuant to the terms of this Agreement or any fee letter executed in connection herewith; provided, however, for administrative \ convenience it is agreed and the Sellers hereby instruct the Administrative Agent and the Purchasers to withhold such fees from the initial purchase of Receivables hereunder.

Conditions Precedent to the Closing Date. The occurrence obligations of the Closing Date is subject Lenders to make Loans hereunder shall not become effective until the satisfaction date on which each of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser conditions is satisfied or waived in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretionaccordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated as of the followingClosing Date: (i) An this Agreement executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement.by each party hereto; (ii) An the Guaranty executed Account Control Agreement with respect to by each Seller Account relating to the Initial Sellers.party thereto; (iii) Certified 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 CACI 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 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. (b) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower and each Initial Seller authorizing this Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received evidence 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 customary payoff documentation, including evidence of the release of Liens, if any, granted in connection therewith. (e) The conditions precedent set forth in Sections 3.02(b) and (d) shall have theretofore been satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Closing Date all documentation and other Purchase Documents information about the Borrower and authorizing Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to 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 person or persons “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to sign those documents including the Closing Date, any subsequent notices 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 acknowledgements to be executed or delivered pursuant delivery by such Lender of its signature page to this Agreement, the other Purchase Documents and any other documents condition set forth in this clause (ii) shall be deemed to be executed or delivered by each Initial Seller pursuant hereto or theretosatisfied). (ivg) Opinions of counsel All fees required to CACI be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and each Initial Sellerall reasonable out-of-pocket expenses required to be paid on the Closing Date, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement 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 other Purchase Documents entered into on Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents waived in accordance 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 AccountSection 9.02), and such other matters as the Administrative Agent notice shall be conclusive and the Purchasers may reasonably requestbinding. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The obligations of the Lenders to make Advances and of each Issuing Bank to issue Letters of Credit hereunder shall be subject to the following conditions having been satisfied or waived (the first such date on which each of the following conditions have been satisfied or waived, the “Closing Date”): (a) Since March 22, 2021, there has not been any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) on the Company (as defined in the Merger Agreement). (b) The Company shall have paid on the Closing Date all fees required to be paid pursuant to or in connection with this Agreement, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Company) (which amounts may be offset against the proceeds of the Facilities). (c) On the Closing Date, the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Closing Date, certifying to the occurrence or satisfaction clauses (a) and (h) of this Section 3.02 substantially concurrently with the occurrence of the Closing Date. (d) The Agent shall have received on or before the Closing Date is subject to the satisfaction copies of the following conditionsfollowing, each to dated the satisfaction of the Administrative Agent and each Purchaser in its sole discretion andClosing Date, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, The Notes to the CACI Performance Undertaking and Lenders to the Intercreditor Agreementextent requested by any Lender pursuant to Section 2.16 prior to the Closing Date. (ii) An executed Account Control Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Seller Account relating to this Agreement and the Initial SellersNotes. (iii) Certified copies A certificate of resolutions the Secretary or an Assistant Secretary of CACI the Company certifying the names and each Initial Seller authorizing true signatures of the officers of the Company authorized to sign this Agreement and the other Purchase Documents Notes 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 hereunder, and attaching (x) the charter and by-laws of the Company certified, to the extent applicable, as of a recent date by each Initial Seller pursuant hereto or theretothe applicable state governmental authority and (y) a good standing certificate (to the extent such concept exists) from the applicable state governmental authority of the Company’s jurisdiction of incorporation. (iv) Opinions A customary opinion of Pillsbury Wint▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestCompany. (v) An The Agent shall have received a certificate, substantially in the form of Exhibit E hereto, from the chief financial officer incumbency of the Borrower certifying that the Borrower and specimen signature certificate for CACI and each Initial Sellerits Subsidiaries on a consolidated basis after giving effect to the Transactions are solvent. (vi) Organizational documents of CACI (x) at least three days prior to the Closing Date all documentation and each Initial Seller certified by other information regarding the Company requested in connection with applicable governmental authority (as applicable)“know your customer” and anti-money laundering rules and regulations, and evidence of good standing (as applicable). (vii) Opinions of counsel including the Patriot Act, to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence the extent reasonably requested in writing of the existence of each Seller Account relating Company at least ten Business Days prior to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.Closing Date and

Conditions Precedent to the Closing Date. The occurrence This Agreement shall become effective on and as of the first date (the "Closing Date Date") on which the following conditions precedent have been satisfied (and the obligation of each Lender to make the Advances hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the following conditions, each to the satisfaction of the Closing Date): (a) The Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document FFH shall have received on or instrument specified belowbefore the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent’s FFH (unless otherwise specified) and in sufficient copies for each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the followingLender: (i) An Duly executed counterpart counterparts of this Agreement, the CACI Performance Undertaking and the Intercreditor AgreementAgreement from each Credit Party. (ii) An executed Account Control Agreement with respect to each Seller Account relating The Notes payable to the Initial Sellersorder of the Lenders to the extent requested in accordance with Section 2.09. (iii) Certified copies of the resolutions of CACI the boards of directors or shareholder(s) of each of the Borrowers and each Initial Seller authorizing this Agreement and Primary Guarantor approving 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each 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 each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement and each other Purchase Documents entered into Loan Document. (iv) A copy of the charter or other constitutive document of each Borrower and each Primary Guarantor and each amendment thereto, certified (as of a date reasonably acceptable to FFH) by the Secretary of State of the jurisdiction (or other Governmental Authority, as applicable) of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (v) A certificate of each Borrower and each Primary Guarantor signed on behalf of such Credit Party by a Responsible Officer or about its secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Credit Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Credit Party as in effect on the date hereof by on which the resolutions of the board of directors (or persons performing similar functions) of such PersonPerson referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, validity liquidation or other termination of the existence of such Credit Party; and enforceability (D) the absence of any event occurring and continuing, or resulting from the Advance or the application of proceeds, if any, therefrom, that would constitute a Default. (vi) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Borrower and each Primary Guarantor certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement and the other Purchase Documents with respect documents 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable)be delivered hereunder. (vii) Opinions The Administrative Agent and FFH shall have received (A) a weekly cash bankruptcy budget for the 13-week period from the commencement of counsel the Cases, prepared by the Credit Parties and in form and substance acceptable to CACI the FFH in its sole discretion (the "Interim DIP Budget") and each Initial Seller with respect to true sale matters(B) draft 2008 audited consolidated financial statements of Parent and its Subsidiaries. (viii) Evidence A Notice of Borrowing for the existence of each Seller Account relating Borrowing to be made on the Initial SellersClosing Date. (ixb) A certification that each The Administrative Agent and the Lenders shall have received (i) satisfactory evidence of the entry of an order of the U.S. Bankruptcy Court substantially in the form of Exhibit C (the "Interim Order") approving, among other things, the Loan Documents, granting the Superpriority Claim status and other Liens described in Section 4.01(m), providing for an intercreditor arrangement with the secured parties under the Existing Facilities and including granting of the adequate protection described therein and (ii) satisfactory evidence of the issuance of the Initial Seller has instructed each Approved Obligor CCAA Order substantially in the form of Exhibit D. (c) The Credit Parties shall be in compliance with the orders described in clause (b) above, which shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld). (d) All of the "first day orders" (including the Interim Order and the Initial CCAA Order) entered by the Bankruptcy Courts at the time of the commencement of the Cases, related orders, and motions and other documents to pay all amounts owing on Receivables only be filed with and submitted to the applicable Seller AccountU.S. Bankruptcy Court in connection with this Agreement shall be reasonably satisfactory in form and substance to FFH. (e) No examiner with increased powers to operate the Credit Parties' material businesses or trustee, receiver, interim receiver or receiver and manager shall have been appointed with respect to any or all of the Credit Parties or their respective properties.

Conditions Precedent to the Closing Date. The occurrence effectiveness of the Closing Date this Agreement is subject to the satisfaction of the following conditions, each conditions precedent having been complied with to the satisfaction of or waived in writing by the Administrative Agent and Participants on or before the Closing Date (each Purchaser in its sole discretion anddocument, as instrument, certificate, opinion or other paper referred to any agreement, document or instrument specified below, each below to be in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: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 (other than the Finance Parties), and an executed copy of each (other than with respect to the Finance Parties) shall have been delivered to each Participant and the Security Trustee: (i) this Agreement; (ii) the Security Agreement; (iii) the Fee Letter; (iv) the Borrower Parent Pledge Agreements; (v) the Indemnity Agreement; and (vi) the Swap Master Agreements. (b) Each Participant and the Security Trustee shall have received each of the following: (i) An executed counterpart a copy of this Agreement, the CACI Performance Undertaking organizational documents of each Borrower and the Intercreditor Agreement.Borrower Parent, certified by an authorized representative of such Person, a good standing certificate (if applicable), and other evidence authorizing execution, delivery and performance by such Person of each Operative Document to which such Person is or will be a party; (ii) An executed Account Control a copy of the organizational documents of the Security Trustee, certified by a Secretary or an Assistant Secretary of the Security Trustee, and other evidence authorizing the execution, delivery and performance by the Security Trustee of this Agreement and each other Operative Document to which the 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 which it is a party and the specimen signature of such person or persons; (iv) an incumbency certificate of or in respect of the Persons authorized to execute documents on behalf of the Security Trustee and the specimen signature of such persons; (v) copies of all documents delivered by the Borrower Parent under the Borrower Parent Pledge Agreements; (vi) all documentation and other information (including originals if required under regulation or policy) required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the USA 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 Seller Account relating Borrower, the Borrower Parent and the Security Trustee as any Participant or its counsel may reasonably request in order to establish the Initial Sellers. (iii) Certified copies consummation of resolutions of CACI and each Initial Seller authorizing the transactions contemplated by 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 AgreementOperative Documents, the other Purchase Documents taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth and compliance with any other documents to be executed or delivered by each Initial Seller pursuant hereto or theretomoney laundering informational requirements the Participants may have. (ivc) Opinions 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 CACI the Security Trustee, the Agent and the Participants as of the Effective Date, from, in each Initial Sellercase in form and substance reasonably satisfactory to such Participants: (i) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, including opinions General Counsel to the Borrower Parent, with respect to due organization the Borrower Parent; (ii) W▇▇▇▇▇▇ B▇▇▇▇▇▇ LLP, special New York and good standing 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 such Person, Swap Master Agreement under the laws of the State of New York and the due authorization, 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 delivery of to Section 2.7(b). (h) Each Participant shall have received its internal credit approvals to execute and deliver this Agreement and the other Purchase Operative Documents entered into on or about the date hereof by to which 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)Participant is party, and such other matters as to consummate the Administrative Agent transactions contemplated hereby and the Purchasers may reasonably requestthereby. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The obligation of each Lender to make its initial extension of credit hereunder and the 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: (a) the Agent shall have received 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; (b) the Agent shall have received the written opinions, dated the Closing Date, of counsel to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion andLoan Parties, as with respect to any agreementthis Agreement, document or instrument specified below, each which written opinions shall be in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:; (ac) The Administrative the Agent shall have received each a certificate of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement status with respect to each Seller Account relating Loan Party dated within 30 days of the Closing Date, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the secretary of state of the jurisdiction of incorporation or formation of such Loan Party, and, to the Initial Sellers.extent available in such jurisdiction, which certificates shall indicate that the applicable Loan Party is in good standing in such state; (iiid) Certified copies the Agent shall have received a copy 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 Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of CACI 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 Initial Seller authorizing 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, 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 Purchase 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 authorizing a person 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 persons to sign those documents including threatened by any subsequent notices and acknowledgements to be executed competent authority which would restrain, prevent or delivered pursuant to this Agreement, otherwise impose adverse conditions on the other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto.Transactions; (ivi) Opinions the Agent shall have received (i) audited consolidated balance sheets and related statements of counsel 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 CACI the Closing Date, (ii) 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 Initial Seller, including opinions 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 due organization the balance sheets and good standing 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 Agent shall have received customary officer certificates in form and substance reasonably satisfactory to the Agent signed by a Financial Officer of the Borrower (i) certifying that the conditions in Sections 3.1(h), (k), (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 such Personcase, due authorizationon a pro forma basis for the Transactions; (k) (i) the IPO with gross proceeds of not less than $100,000,000.00 shall have been consummated, execution (ii) 100% of the outstanding general partnership interests of the Borrower shall have been contributed to Holdings and delivery (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 Purchase Loan Documents entered into shall be true and correct in all material respects on and as of the Closing Date (provided that, to the extent that such 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 is qualified as to “materiality,” “Material Adverse Effect” or about similar language shall be true and correct in all respects on such respective dates); (m) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date hereof by such PersonClosing Date, validity nor shall result from the making of extensions of credit on the Closing Date; (n) the Borrower and enforceability its Subsidiaries shall have no Debt outstanding other than pursuant to the Revolving Credit Facility and other Debt permitted to be outstanding under the terms 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request.Agreement; and (vo) An officer incumbency the Agent shall have received, at least 5 Business Days prior to the Closing Date, all documentation and specimen signature certificate for CACI other information required by bank regulatory authorities under applicable “know-your-customer” and each Initial Seller. (vi) Organizational documents of CACI anti-money laundering rules and each Initial Seller certified regulations, including the PATRIOT Act, as reasonably requested by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence any of the existence Agent and/or the Lenders in writing at least 10 Business Days in advance of each Seller Account relating to the Initial SellersClosing Date. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence obligation of each Lender to make the Commitments hereunder on the Closing Date is subject to the satisfaction of the following conditionsconditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each to the satisfaction of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent’s Agent and each Purchaser in its sole discretionlegal counsel: (ai) executed counterparts of this Agreement; and (ii) executed counterparts of the Fee Letter. (b) The Administrative Agent’s receipt of a corporate and enforceability opinion from Freshfields US LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders and dated as of the Closing Date. (c) The Administrative Agent’s receipt of certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party and dated within 30 days of the Closing Date, certificates of resolutions or other action, incumbency certificates, certificates of incorporation, certificates of registration, other Organization Documents and statutory registers and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documentation to which such Loan Party is a party. (d) All fees and expenses due to the Lenders and their Affiliates and required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid (collectively, the “Closing Date Fees”). The Closing Date Fees (i) shall be fully earned and payable to the Administrative Agent on the date hereof, (ii) shall not be refundable for any reason whatsoever, (iii) shall be in addition to and not creditable against any other fee, cost or expense payable under the Loan Documentation and (iv) shall not be subject to counterclaim or setoff for, or otherwise affected by, any claim or dispute the Borrower may have. (e) The Lenders shall have received from Borrower the balance sheet and related statement of income, partners’ equity and cash flows of PublicCo as of and for the fiscal year ended December 31, 2024, audited by and accompanied by the opinion of KPMG LLP, independent public accountants. (f) The Administrative Agent shall have received each at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date. (g) Since March 31, 2024, there has not been any Material Adverse Effect with respect to any Loan Party or any development or combination of developments that, individually or in the following:aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (h) At least three (3) Business Days prior to the Closing Date (to the extent reasonably requested in writing at least ten (10) Business Days prior to the Closing Date), if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower. (i) An executed counterpart The representations and warranties set forth in Article 3 and in each other Loan Documentation shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of this Agreementthe Closing Date with the same effect as though made on and as of such date, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating except to the Initial Sellers. (iii) Certified copies extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of resolutions such earlier date. The occurrence of CACI the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and each 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each 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 Loan Party on or about the date hereof by such Person, validity and enforceability of this Agreement and thereof as to 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence satisfaction of the existence of each Seller Account relating to the Initial Sellersconditions specified in this Section 4.01. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence closing of the Closing Date this Agreement is subject to the satisfaction of the following conditionsconditions precedent (which, in all cases, shall be in form and substance reasonably acceptable to Lender): (a) The Lender’s receipt of the following, each to the satisfaction of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Administrative Agent Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the followingLender: (i) An executed counterpart counterparts of this Agreement, Agreement sufficient in number for distribution to the CACI Performance Undertaking Lender and the Intercreditor Agreement.Borrower; (ii) An a promissory note executed Account Control Agreement with respect to each Seller Account relating to by the Initial Sellers.Borrower in favor of the Lender if so requested by Lender (the “Term Note”); (iii) Certified copies such certificates of resolutions or other action, incumbency certificates and/or other certificates of CACI and each Initial Seller authorizing Authorized Officers of the Borrower as Lender may require evidencing (A) the authority of Borrower to enter into this Agreement and the other Purchase Borrower Documents and authorizing a person or persons to sign those documents including any subsequent notices (B) the identity, authority 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing capacity of each such Person, due authorization, execution and delivery of Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Purchase Borrower Documents; (iv) copies of Borrower’s Organization 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), and such other matters documents and certifications as the Administrative Agent and the Purchasers Lender may reasonably request.require to evidence that the Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) An officer incumbency a favorable opinion of King & Spalding LLP, counsel to the Borrower, addressed to the Lender, as to such matters concerning the Borrower and specimen signature certificate for CACI and each Initial Seller.the Borrower Documents as the Lender may reasonably request; (vi) Organizational documents a favorable opinion of CACI ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Office Max Incorporated, addressed to the Lender, as to such matters concerning the Borrower Documents as the Lender may reasonably request; (vii) a certificate signed by an Authorized Officer of the Borrower certifying (A) that the conditions specified in this Section 2.02 have been satisfied, (B) that there has been no event or circumstance since the filing of Office Depot, Inc.’s Form 10-Q with the Securities and each Initial Seller certified Exchange Commission on August 7, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Borrower as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of the Borrower Documents, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (viii) evidence that all insurance required to be maintained pursuant to the Borrower Documents has been obtained and is in effect; (ix) the Security Agreement, duly executed by the Borrower; (x) the Fee Letter, duly executed by the Borrower; (xi) results of searches or other evidence reasonably satisfactory to the Lender (in each case dated as of a date reasonably satisfactory to the Lender) indicating the absence of Liens on the assets of the Borrower, except for Permitted Liens and Liens for which termination statements and releases, reasonably satisfactory to the Lender, are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Lender for the delivery of such termination statements and releases have been made; (xii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Lender to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Borrower Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Lender, and (xiii) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require. (b) There shall not be pending any litigation or other proceeding against the Borrower. (c) There shall not have occurred any default of any Transaction Documents. (d) The consummation of the transactions contemplated hereby shall not violate any applicable governmental authority law or any Organization Document. (e) All fees and expenses required to be paid or reimbursed to the Lender on or before the Closing Date, to the extent invoiced at least two (2) Business Days prior to the Closing Date (or such later date as applicablethe Borrower may reasonably agree) shall have been paid in full. (f) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Lender to the extent invoiced at least two (2) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree), plus, to the extent such invoice is provided at least two (2) Business Days prior to the Closing Date, such additional amounts of such fees, charges and evidence disbursements as shall constitute its reasonable estimate of good standing such fees, charges and disbursements incurred or to be incurred by it through the Effective Date (as applicableprovided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Lender). (viig) Opinions The Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the US Patriot Act, in each case, the results of counsel which are satisfactory to CACI and each Initial Seller with respect to true sale mattersthe Lender. (viiih) Evidence The representations and warranties of Borrower contained in this Agreement or in any other Borrower Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the existence of each Seller Account relating Closing Date, except (i) to the Initial Sellersextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects. (ixi) A certification that each Initial Seller No Default or Event of Default shall exist, or would result from making the Term Loan or from the application of the proceeds thereof. (j) No event or circumstance which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect has instructed each Approved Obligor to pay all amounts owing occurred since the filing of Office Depot, Inc.’s Form 10-Q with the Securities and Exchange Commission on Receivables only to the applicable Seller AccountAugust 7, 2019.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s Agent and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart Executed counterparts of this Agreement, the CACI Performance Undertaking Parent Guaranty and the Intercreditor AgreementPricing Side Letter duly executed and delivered by the parties hereto and thereto. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI Perspecta and each 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 each Initial Seller pursuant hereto or thereto. (iii) An officer incumbency and specimen signature certificate for Perspecta and each Initial Seller. (iv) Organizational documents of Perspecta and each Initial Seller certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Opinions of counsel to CACI Perspecta and each 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 lawLaw, 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. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence establishment of each Seller Account relating to the Initial Sellers. (ixvii) An executed Account Control Agreement with respect to (A) the Collection Account and (B) each Existing Account with respect to the Existing Sellers. (viii) A certification that each the Initial Seller has Sellers have instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account. (b) The Initial Sellers shall have paid all fees owed on or prior to the Closing Date to the Administrative Agent (if, applicable, for the benefit of the Purchasers) and the Purchasers pursuant to the terms of this Agreement or any fee letter executed in connection herewith.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date hereunder is subject to the satisfaction of condition precedent that the following conditions, each to the satisfaction of Company and the Administrative Agent (as the Company’s assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Company and the Administrative AgentAgent (as the Company’s and each Purchaser in its sole discretion:assignee): (a) The A copy of the resolutions or written consent of the board of directors or managers or other equivalent governing body of each Originator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or equivalent) of such Originator; (b) Good standing certificates, or an equivalent certificate, for each Originator issued as of a recent date reasonably acceptable to the Company and the Administrative Agent shall have received each (as the Company’s assignee) by the Secretary of State, or other equivalent authority, of the following:jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary (or equivalent) of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and the Administrative Agent (as the Company’s assignee) may conclusively rely until such time as the Servicer, the Company and the Administrative Agent (as the Company’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of such Originator; (e) The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrative Agent, for the benefit of the Secured Parties, as secured party/assignee) of the Receivables sold or contributed by such Originator as may be necessary or, in the Company’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Company hereunder; (f) Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or prior to the Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Company hereunder), and tax and judgment lien search results showing no evidence of such liens filed against any Originator; (g) Favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Company, the Administrative Agent (as the Company’s assignee), and each Group Agent; (h) A Subordinated Note in favor of each Originator, duly executed by the Company; and (i) An executed counterpart Evidence of this Agreement, (i) the CACI Performance Undertaking execution and delivery by each Originator and the Intercreditor Agreement. Company of each of the other Transaction Documents to be executed and delivered in connection herewith; and (ii) An executed Account Control Agreement with respect to that each Seller Account relating of the conditions precedent to the Initial Sellers. (iii) Certified copies execution, delivery and effectiveness of resolutions of CACI and each Initial Seller authorizing this Agreement such other Transaction Documents has been satisfied to the Company’s 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 each Initial Seller pursuant hereto or thereto. Administrative Agent’s (iv) Opinions of counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestCompany’s assignee) satisfaction. (v) An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent Purchaser shall have received each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Lien Release and Acknowledgment Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI SAIC and each 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 each Initial Seller pursuant hereto or thereto. (iv) Opinions of counsel to CACI SAIC and each 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 prior to the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents entered into on or prior to the date hereof 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 the Refundable Discount Advance Account), true sale and such other matters as the Administrative Agent and the Purchasers Purchaser may reasonably request. (v) An officer incumbency and specimen signature certificate for CACI SAIC and each Initial Seller. (vi) Organizational documents of CACI SAIC and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account and Approved Account relating to the Initial Sellers. (ixviii) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account or Approved Account. (ix) An executed deposit account control agreement with respect to the Refundable Discount Advance Account, in form and substance reasonably satisfactory to the parties thereto, among the Seller Representative (in its capacity as owner of the Refundable Discount Advance Account), the Purchaser and MUFG, as depository institution. (b) Each Initial Seller shall have paid all fees owed on or prior to the Closing Date to the Purchaser pursuant to the terms of this Agreement or the Fee Letter.

Conditions Precedent to the Closing Date. The occurrence effectiveness of this Agreement on the Closing Date is subject to conditioned upon the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretionfollowing: (a) The Administrative Agent shall have received all of the following documents, instruments and agreements, in each case in form and substance reasonably satisfactory to it and to each of the followingBanks: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking including all exhibits and the Intercreditor Agreementschedules hereto. (ii) An executed Account Control Agreement with respect to Written consent of the “Administrative Agent” (as such term is defined in the World Fuel Credit Agreement) that the transactions contemplated by the Facility Documents, including, without limitation, the purchase and sale of each Seller Account relating to Purchased Receivable on a Purchase Date, constitute a “Permitted Receivables Facility” (as such term is defined in the Initial SellersWorld Fuel Credit Agreement). (iii) Certified copies of resolutions of CACI and each Initial Seller Facility Party’s board of directors or equivalent governing authority authorizing this Agreement and the other Purchase Facility Documents to which such Facility Party is a party, 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 such Facility Documents and any other documents to be executed or delivered by each Initial Seller such Facility Party pursuant hereto or thereto, together with an officer incumbency and specimen signature certificate. (iv) Opinions Legal opinions of counsel to CACI and each Initial Seller, including opinions the Facility Parties relating to corporate matters with respect to due organization the transactions contemplated hereby 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 addressed 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), and such other matters as the Administrative Agent and the Purchasers may reasonably requestBanks as of the Closing Date. (v) An officer incumbency Legal opinions of outside counsel to the Facility Parties relating to the enforceability, true sale and specimen signature certificate for CACI the perfection of the ownership and each Initial Sellersecurity interests created hereby with respect to the transactions contemplated hereby and addressed to the Administrative Agent and the Banks as of the Closing Date. (vi) Organizational documents of CACI and each Initial Seller certified by Lien search reports as the applicable governmental authority (as applicable)Administrative Agent shall deem advisable with respect to the Facility Parties, and evidence releases of good standing (as applicable)any Adverse Claim on the Purchased Receivables shown in such reports. (vii) Opinions Copies of counsel UCC financing statements or other filings as are required to CACI be made hereunder. (b) The Insurance Policy shall be in full force and each Initial Seller effect. (c) The Administrative Agent and the Banks shall have received the fees and other amounts payable by the Facility Parties as of the Closing Date pursuant to the terms hereof and the Mandate Letter. (d) The Administrative Agent and the Banks shall have received all documentation and other information with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed Facility Party and each Approved Obligor Buyer required under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. Each Bank, by delivering its signature page to pay all amounts owing this Agreement on Receivables only the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Facility Document and each other document, agreement, instrument, certificate or opinion required to be approved by such Bank on the applicable Seller AccountClosing Date.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent Purchaser shall have received each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of CACI and each Initial (A) the 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 each Initial the Seller 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. (iv) Opinions of counsel to CACI and each 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), and such other matters as the Administrative Agent and the Purchasers may reasonably request. (viii) An officer incumbency and specimen signature certificate for CACI the Seller and each Initial Sellerthe Guarantor. (viiv) Organizational documents of CACI the Seller and each Initial Seller the Guarantor certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall deem advisable with respect to the Seller, 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 CACI the Seller and each Initial Seller 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 mattersand such other matters as Purchaser may reasonably request. (viii) Evidence of the existence of each Seller Account relating to the Initial Sellers. (ix) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.