Common use of Conditions Precedent to the Effectiveness of this Agreement Clause in Contracts

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as of the Business Day (the “Effective Date”) when Agent has received (or waived receipt of) all of the following conditions precedent in form and substance satisfactory to Agent: (a) a certificate of a Responsible Officer of Borrower certifying that (i) the representations and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date), (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; (e) customary opinions of (a) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Effective Date Loan Parties and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, as special Delaware counsel to the Effective Date Loan Parties; (f) copies, dated not more than 30 days before the date of this Agreement, of financing statement searches, as Agent may reasonably request; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Funding Date; (h) [reserved]; and (i) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business as required by this Agreement have been obtained and are in full force and effect. By executing this Agreement the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision herein.

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as The obligation of the Business Day (Administrative Agent and each Lender Party to execute and deliver this Agreement and the “Effective Date”) when Agent has received (or waived receipt of) all effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent before or concurrently with the Closing Date: (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to Agentthe Administrative Agent (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender Party: (ai) A Note duly executed by the Borrower and payable to the order of each Lender. (ii) Completed requests for information dated a recent date, including UCC, judgment, tax, litigation and bankruptcy searches with respect to each applicable Loan Party and, in the case of UCC searches, listing all effective financing statements filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such financing statements. (iii) This Agreement, duly executed by the Loan Parties and the other parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of the Parent Guarantor on its behalf and on behalf of each Loan Party for which it is the ultimate signatory approving the transactions contemplated by the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to which it or such Loan Party is or is to be a party. (v) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner, manager or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a Responsible Officer of Borrower certifying that (i) the representations and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner, manager or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner, manager or managing member, as the case may be, on file in such Secretary’s office, (2) such Loan Party, general partner, manager or managing member, as the case may be, has paid all material respects franchise taxes to the date of such certificate and (C) such Loan Party, general partner, manager or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner, manager or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner, manager or managing member, that such Loan Party, general partner, manager or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of each Loan Party and of each general partner, manager or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner, manager or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the Effective Date Closing Date), certifying as to (except that A) the absence of any amendments to the constitutive documents of such materiality qualifier shall not apply to representations and warranties that already are qualified Loan Party, general partner, manager or modified by materiality thereofmanaging member, which representations and warranties shall be true and correct on and as applicable, since the date of the Effective Date); provided, that those representations and warranties expressly referring certificate referred to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such dateSection 3.01(a)(vi), (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iiiB) a true and correct copy of the certificate bylaws, operating agreement, partnership agreement or other governing document of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of general partner, manager or managing member, as applicable, as in effect on the Effective date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the Closing Date, (C) the due incorporation, organization or formation and good standing or valid existence of such certificate to be issued by Loan Party, general partner, manager or managing member, as applicable, as a corporation, limited liability company or partnership organized under the appropriate officer laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party which Party, general partner, manager or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents and (E) the absence of any event occurring and continuing, or resulting from the closing hereunder or the Advance made on the Closing Date, that constitutes a Default. (viii) A certificate shall indicate that such of the Secretary or an Assistant Secretary of each Loan Party is in good standing in such jurisdiction(or Responsible Officer of the general partner, manager or managing member of any Loan Party) and of each general partner, manager or managing member (vif any) of each Loan Party certifying the names and true signatures of the representatives officers of such Loan Party Party, or of the general partner, manager or managing member of such Loan Party, authorized to sign each Loan Document to which such Loan Party it is or will is to be a party and the other documents to be executed delivered hereunder and delivered by such thereunder. (ix) Such financial, business and other information regarding each Loan Party in connection herewith and therewithits Subsidiaries as the Lender Parties shall have requested, together including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with evidence employees, historical operating statements (if any), audited annual financial statements for the year ending December 31, 2010, interim financial statements dated the end of the incumbency most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as of such authorized officers;a later date within 45 days of the Closing Date) and financial projections for the Parent Guarantor’s consolidated operations. (dx) receipt Evidence of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 insurance (which may consist of binders or certificates of insurance) naming the Administrative Agent as loss payee and/or additional insured, as applicable, with such responsible and reputable insurance companies or associations, and in such office or offices amounts and covering such risks, as may be necessary is satisfactory to perfect the security interests purported to be created Lender Parties, including, without limitation, the insurance required by the terms of this Agreement;. (exi) customary opinions An opinion of (a) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & LLP, New York counsel for the Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit E-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xii) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Boult ▇▇▇▇▇▇▇▇ LLP, as special New York Delaware counsel for the Loan Parties, with respect to the Effective Date Loan Parties matters (and in substantially the form) set forth in Exhibit E-2 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (bxiii) An opinion of ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇LLP, PAMaryland counsel for the Loan Parties, as special Delaware counsel with respect to the Effective Date Loan Parties; matters (fand in substantially the form) copies, dated not more than 30 days before set forth in Exhibit E-3 hereto and as to such other matters as any Lender Party through the date of this Agreement, of financing statement searches, as Administrative Agent may reasonably request;. (gxiv) An opinion of Sidley Austin LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xv) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit. (xvi) A certificate signed by a Perfection CertificateResponsible Officer of the Borrower, duly executed dated the Closing Date, stating that after giving effect to the Initial Extension of Credit and delivered by all Person who will the Formation Transactions, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04 on a pro forma basis as of the most recent fiscal quarter end, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such covenants. (b) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and its Subsidiaries, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them. (c) The Loan Parties shall have no Debt, other than Existing Debt and other Debt permitted under this Agreement. (d) Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Loan Parties or any of the Borrowing Base Assets on the Funding Date;Closing Date since December 31, 2010. (he) [reserved]; and There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) evidence that all consentscould reasonably be expected to result in a Material Adverse Effect other than the matters described on Schedule 4.01(e) hereto (the “Material Litigation”) or (ii) purports to affect the legality, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, validity or enforceability of any Governmental Authority Loan Document or other Person required in connection with the consummation of the transactions hereunder contemplated thereby, and there shall have been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the conduct of any Effective Date Material Litigation from that described on Schedule 4.01(e) hereto. (f) All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Party’s business as required by this Agreement Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (g) The Borrower shall have entered into the Hedge Agreements required under Section 5.01(o) to the extent any are in full force required by such Section, and effect. By executing shall have provided satisfactory evidence of the same to the Administrative Agent. (h) The organizational documents for each Subsidiary Guarantor shall comply with the Subsidiary Guarantor Requirements. (i) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lender Parties required under this Agreement the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all reasonable, out-of-pocket expenses of the above-listed conditions, Administrative Agent (including the reasonable fees and this Agreement shall be effective as expenses of counsel to the date of such execution, notwithstanding any other provision hereinAdministrative Agent).

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as of the Business Day (the “Effective Date”) when Agent has received (or waived receipt of) all of the following conditions precedent in form and substance satisfactory to Agent: (a) a certificate of a Responsible Officer of Borrower certifying that (i) the representations and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date), (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; (e) customary opinions of (a) ▇D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇ LLP, as special New York counsel to the Effective Date Loan Parties and (b) ▇R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇F▇▇▇▇▇, PA, as special Delaware counsel to the Effective Date Loan Parties; (f) copies, dated not more than 30 days before the date of this Agreement, of financing statement searches, as Agent may reasonably request; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Funding Date; (h) [reserved]; and (i) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business as required by this Agreement have been obtained and are in full force and effect. By executing this Agreement the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision herein.

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as of the Business Day (the “Effective Date”) when Agent has received (or waived receipt of) all each of the following conditions precedent shall have been satisfied or waived in form and substance a manner satisfactory to Agent: (a) a certificate of a Responsible Officer of Borrower certifying that The following statements shall be true and correct: (i) the representations and warranties in this Agreement and in each other Loan Document, certificate or in any certificate executed and other writing delivered to Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are true true, correct and correct complete in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true true, correct and correct complete on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true true, correct and correct complete in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true true, correct and correct complete on and as of such date), and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Changehereunder; (b) this Agreement and all other The Loan Documents Parties shall have duly executed and delivered by original or electronic signatures to this Agreement and each Loan Party which is party to them as of the Effective Date (collectivelyother Loan Documents, the “Effective Date Loan Parties”)each in form and substance satisfactory to Agent; (c) a certificate signed by the [Reserved]; (d) The chief executive officer or officer, chief financial officer or secretary of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching shall have delivered a certificate certifying that attached thereto are (i) resolutions and incumbency certifications of such Loan Party in form and substance satisfactory to Agent with respect to this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby on the Effective Datethereby, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments theretothereto of such Loan Party, (iii) a true and correct complete copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such the Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status or good standing with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdictionParty, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; officers and (dvi) receipt of financing statements in form appropriate for filing against each Effective Date such other documents and certifications Agent may reasonably require to evidence that the Loan Party on Form UCC-1 in such office or offices as may be necessary Parties are duly organized and formed, and qualified to perfect the security interests purported to be created by this Agreementconduct their business; (e) Agent shall have received customary opinions of (a) ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Effective Date Loan Parties and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, as special Delaware counsel to the Effective Date Loan Parties, in form and substance satisfactory to Agent; (f) Agent shall have received certified copies, dated not more than 30 days before the date as of this Agreementa recent date, of financing statement searches, as Agent may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, on and as of the Effective Date, will be terminated or released; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Funding Date[Reserved]; (h) [reservedReserved]; and; (i) evidence The Borrowers shall have paid on or before the Effective Date all fees, costs, expenses and taxes then payable hereunder, including, but not limited to, the Secured Party Expenses; provided that all as of the Effective Date, the aggregate Secured Party Expenses shall not exceed the amounts previously agreed upon in writing by the parties; (j) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date the Loan Party’s Parties’ business as required by this Agreement shall have been obtained and are shall be in full force and effect. By executing this Agreement ; (k) The Secured Parties shall have completed their business, legal and collateral due diligence with respect to each Loan Party and the results thereof shall be acceptable to the Secured Parties, in their sole and absolute discretion; (l) Agent and each Lender shall have determined in its reasonable discretion that there has not been deemed any Material Adverse Change; (m) The consummation of the transactions hereunder shall not contravene any law, rule or regulation applicable to be satisfied with, or any Secured Party; (n) [Reserved]; (o) The Loan Parties shall deliver Control Agreements to have waived, any and Agent with respect to all of the above-listed conditionsLoan Parties’ Collateral Accounts (other than Excluded Accounts) to the extent required by this Agreement and not previously delivered, duly executed by each of the parties thereto, each in form and substance reasonably satisfactory to Agent; and (p) The Loan Parties shall execute and deliver to Agent such other customary documents (in form and substance satisfactory to Agent), and this Agreement shall be effective complete such other customary matters, all as of the date of such execution, notwithstanding any other provision hereinAgent may reasonably deem necessary or appropriate.

Conditions Precedent to the Effectiveness of this Agreement. This The effectiveness of this Agreement and the Conduit Lenders’ and the Secondary Lenders’ obligations hereunder shall become effective as of be subject to the Business Day (the “Effective Date”) when conditions precedent that each Managing Agent has shall have received (or waived receipt ofthereof) all of the following conditions precedent following, each (unless otherwise indicated) in form and substance reasonably satisfactory to Agentsuch Managing Agent in sufficient copies for the Conduit Lenders and the Secondary Lenders: (a) each of the Program Documents duly executed and delivered by the parties thereto, which shall be in full force and effect; (b) the signed opinions of counsel to the Borrower addressed to the Agent, each Managing Agent, each Conduit Lender and each Secondary Lender as to such matters as the Agent, each Managing Agent, the Conduit Lender and each Secondary Lender shall have reasonably requested; (c) a certificate of a Responsible Officer of the Borrower certifying that (i) the representations as to its certificate of trust and/or declaration of trust, as applicable, by-laws and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date)valuation procedures, (ii) as to the resolutions of its Board of Directors or Board of Trustees, as applicable, approving this Agreement and the other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct, (iv) that, after giving effect to this Agreement, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names incumbency and true signatures specimen signature of the representatives each of such Loan Party its officers authorized to sign each Loan Document execute the Program Documents to which such Loan Party it is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency each of such authorized officersits Responsible Officers for purposes of this Agreement; (d) receipt a pro-forma Investor Report, which shall evidence compliance with the terms of financing statements in form appropriate for filing against each the Program Documents, including compliance with the Borrowing Base Test and the Asset Coverage Test as of the Restatement Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this AgreementDate; (e) customary opinions after giving effect to this Agreement, the aggregate outstanding principal amount of (a) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to all Advances shall not exceed the Effective Date Loan Parties and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, as special Delaware counsel to the Effective Date Loan PartiesTotal Commitment; (f) copies, dated not more than 30 days before the date of fees to be received by it on or prior to the Restatement Effective Date under this Agreement, of financing statement searches, as Agent may reasonably request;Agreement and the Fee Letter; and (g) a Perfection Certificatesuch other instruments, duly executed certificates and delivered by documents from the Borrower as the Agent or any Managing Agent shall have reasonably requested, all Person who will be Loan Parties on the Funding Date; (h) [reserved]; and (i) evidence that all consents, authorizations in form and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business as required by this Agreement have been obtained and are in full force and effect. By executing this Agreement substance satisfactory to the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision hereinManaging Agent.

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as of the Business Day (the “Effective Date”) when Agent has received (or waived receipt of) all of the following conditions precedent in form and substance satisfactory to Agent: (a) a certificate of a Responsible Officer of Borrower certifying that (i) the representations and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date), (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; (e) customary opinions of (a) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Effective Date Loan Parties and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇Finger, PA, as special Delaware counsel to the Effective Date Loan Parties; (f) copies, dated not more than 30 days before the date of this Agreement, of financing statement searches, as Agent may reasonably request; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Funding Date; (h) [reserved]; and (i) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business as required by this Agreement have been obtained and are in full force and effect. By executing this Agreement the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision herein.

Conditions Precedent to the Effectiveness of this Agreement. This The effectiveness of this Agreement and the Conduit Lender's and the Secondary Lenders' obligations hereunder shall become effective as of be subject to the Business Day (conditions precedent that the “Effective Date”) when Agent has shall have received (or waived receipt ofthereof) all of the following conditions precedent following, each (unless otherwise indicated) in form and substance reasonably satisfactory to Agentthe Agent in sufficient copies for the Conduit Lender and the Secondary Lenders: (a) each of the Program Documents duly executed and delivered by the parties thereto, which shall be in full force and effect; (b) the signed opinions of counsel to the Borrower addressed to the Agent, the Conduit Lender and each Secondary Lender as to such matters as the Agent, the Conduit Lender and each Secondary Lender shall have reasonably requested; (c) a certificate of a Responsible Officer of the Borrower certifying that (i) as to its declaration of trust, by-laws, Valuation Procedures and Prospectus (ii) as to the resolutions of its Trustees approving this Agreement and the other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Agreement and in each other Loan Document, or in any certificate executed and delivered the Program Documents to Agent pursuant hereto or thereto which it is a party are true and correct in all material respects on and as (or, in the case of the Effective Date (except that such materiality qualifier shall not apply to those representations and warranties that already are qualified with materiality or modified by materiality thereofMaterial Adverse Effect, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such daterespects), (iiiv) that, after giving effect to this Agreement, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names incumbency and true signatures specimen signature of the representatives each of such Loan Party its officers authorized to sign each Loan Document execute the Program Documents to which such Loan Party it is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency each of such authorized officersits Responsible Officers for purposes of this Agreement; (d) receipt a pro-forma Investor Report, which shall evidence compliance with the terms of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices the Program Documents, including compliance with the Borrowing Base Test and the Asset Coverage Test as may be necessary to perfect of the security interests purported to be created by this AgreementClosing Date; (e) customary opinions evidence acceptable to the Agent that all obligations of (a) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Borrower under that certain Revolving Credit and Security Agreement, dated as of August 2, 2004, among the Borrower, CRC Funding LLC, as special New York counsel Conduit Lender, Citibank, N.A., as Secondary Lender, and Citicorp North America, Inc., as Agent (as amended, restated, supplemented or otherwise modified prior to the Effective Date Loan Parties date hereof) have been discharged in full, and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, as special Delaware counsel to the Effective Date Loan Partiesall liens granted in connection therewith have been terminated; (f) copies, dated not more than 30 days before the date of fees to be received by it on or prior to the Restatement Effective Date under this Agreement, of financing statement searches, as Agent may reasonably request;Agreement and the Fee Letter; and (g) a Perfection Certificatesuch other instruments, duly executed certificates and delivered by all Person who will be Loan Parties on documents from the Funding Date; (h) [reserved]; and (i) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business Borrower as required by this Agreement have been obtained and are in full force and effect. By executing this Agreement the Agent shall have reasonably requested, all in form and each Lender shall been deemed substance satisfactory to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision hereinAgent.

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as of the Business Day (the “Effective Date”) when Agent has and Lenders have received (or Agent or Required Lenders, as applicable, waived receipt of) all of the following conditions precedent in form and substance satisfactory to AgentRequired Lenders: (a) subject to Section 6.14, this Agreement and all other Loan Documents (including, without limitation, the ▇▇▇▇▇▇ Subordination Agreement) duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (b) a certificate of a Responsible Officer of Borrower certifying that (i) the representations and warranties in this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, provided that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date), (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 20192023, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdiction, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; (e) customary opinions of (ai) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Effective Date Loan Parties and (bii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇Finger, PA, as special Delaware counsel to the Effective Date Loan Parties; (f) copies, dated not more than 30 days before the date of this Agreement, of financing statement searches, as Agent Required Lenders may reasonably request; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Funding Effective Date; (h) [reserved]; andevidence that (i) a director acceptable to the Lenders has been appointed to the Board of Directors of Borrower (the “Designated Director”) and (ii) the Borrower has amended its Operating Documents to include customary “bankruptcy remote” provisions, including the appointment of an independent director (which, as of the Closing Date, shall be the Designated Director) with customary consent rights, which will remain in effect so long as any Obligations (other than Unasserted Contingent Indemnification Claims) or Term Loan Commitments remain outstanding; (i) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the consummation of the transactions hereunder or the conduct of any Effective Date Loan Party’s business as required by this Agreement have been obtained and are in full force and effect; (j) in relation to any Pledged Shares which are certificated, original stock certificates, promissory notes and any other Instruments or agreements representing all of the Pledged Interests required to be pledged hereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer; (k) evidence of payment of all fees, costs and expenses then payable hereunder, including, but not limited to, all Secured Party Expenses to the extent required to be paid on the Effective Date; (l) a solvency certificate from the chief executive officer or chief financial officer of the Borrower in form and substance reasonably acceptable to the Lenders; and (m) on or prior to the Effective Date, (i) all documentation and other information that shall have been reasonably requested by Agent or the Lenders in writing and that Agent or the Lenders, as applicable, reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ACT, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. By executing Notwithstanding anything in this Loan Agreement to the contrary, (a) for purposes of determining compliance with the conditions specified in this Section 3.1, Agent and each Lender that has signed this Agreement shall been be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to have waivedbe consented to or approved by or acceptable or satisfactory to Agent or such Lender, any as applicable and all of the above-listed conditions, and (b) this Agreement shall be effective (and the “Effective Date” shall be deemed to have occurred) as of the date of execution hereof, in each case of clauses (a) and (b), unless Agent shall have received express written notice from such executionLender prior to the proposed Effective Date specifying its objection thereto. Each of the parties hereto agrees that the “Effective Date” is (and occurred on) April 30, notwithstanding any other provision herein2024.

Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as The effectiveness of the Business Day provisions of Sections 2 and 3 of this Agreement are conditioned upon, and such provisions shall not be effective until, satisfaction of the following conditions (the “Effective Date”) when Agent has received (or waived receipt of) first date on which all of the following conditions precedent in form and substance satisfactory have been satisfied being referred to Agent:herein as the “Agreement Effective Date”): (a) The Administrative Agent shall have received this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received a certificate of a Responsible Officer of Borrower the Borrower, dated the Agreement Effective Date, certifying that (iA) either (1) the representations copies of the certificate of incorporation of the Borrower and warranties in this by-laws of the Borrower delivered most recently to the Administrative Agent prior to the Agreement Effective Date continue to be true and in each other Loan Document, correct copies thereof as of the Agreement Effective Date or in any certificate executed (2) attaching true and delivered to Agent pursuant hereto or correct copies thereof as of the Agreement Effective Date and (B) attached thereto are true and correct in all material respects on and as copies of resolutions duly adopted by the board of directors of the Effective Date Borrower and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Agreement and the other documents executed or to be executed by the Borrower in connection with the transactions contemplated hereby. (except c) The Administrative Agent shall have received an amended and restated Note for each Lender that has requested the same, duly executed and delivered by the Borrower in favor of each such materiality qualifier Lender (the “Amended and Restated Notes”). (d) No Default or Event of Default shall not apply to have occurred and be continuing. (e) Each of the representations and warranties made by the Borrower in the Credit Agreement that already are qualified does not contain a materiality or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date Material Adverse Effect qualification shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to the Agreement Effective Date, and each of the representations and warranties made by the Borrower in the Credit Agreement that already are qualified contains a materiality or modified by materiality thereof, which representations and warranties Material Adverse Effect qualification shall be true and correct on and as of such date), the Agreement Effective Date. (iif) no Default or Event of Default The Administrative Agent shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) received a certificate of status with respect to such Loan Party, dated within 30 days a Responsible Officer of the Effective Date, such certificate Borrower certifying as to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is matters described in good standing in such jurisdiction, and (v) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; clauses (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; and (e) customary opinions of above. (ag) The Administrative Agent shall have received a legal opinion from Faegre ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Borrower, dated as of the Agreement Effective Date Loan Parties Date, in form and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, as special Delaware counsel substance satisfactory to the Effective Date Loan Parties; (f) copies, dated not more than 30 days before the date of this Agreement, of financing statement searches, as Agent may reasonably request; (g) a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties on the Funding Date;Administrative Agent. (h) [reserved]; and All fees and expenses required to be paid to the Administrative Agent (iincluding the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority the Lenders on or other Person required in connection with prior to the consummation of the transactions hereunder or the conduct of any Agreement Effective Date Loan Party’s business as required by this Agreement (including all fees payable pursuant to any engagement or fee letter) shall have been obtained and are in full force and effect. By executing this Agreement the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision hereinpaid.

Conditions Precedent to the Effectiveness of this Agreement. This The Parties agree that this Agreement shall become effective as of will take effect on the Business Day date when all conditions listed below have been satisfied and consummated (the “"Effective Date”) when Agent has received (or waived receipt of) all of the following conditions precedent in form and substance satisfactory to Agent:"): (a) a certificate This Agreement has been executed by duly authorized representatives of a Responsible Officer the Parties and delivered to each other: (h) The Board of Borrower certifying that (i) Directors of the representations and warranties in PACT has adopted resolutions according to its Articles of Association duly approving this Agreement and in each other Loan Document, or in any certificate executed and delivered to Agent pursuant hereto or thereto are true and correct in all material respects on and as of the Effective Date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of the Effective Date); provided, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects on and as of such date (except that such materiality qualifier shall not apply to representations and warranties that already are qualified or modified by materiality thereof, which representations and warranties shall be true and correct on and as of such date), (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms or the consummation of the transactions hereunder and (iii) since December 31, 2019, there has not been any Material Adverse Change; (b) this Agreement and all other Loan Documents duly executed and delivered by each Loan Party which is party to them as of the Effective Date (collectively, the “Effective Date Loan Parties”); (c) a certificate signed by the chief executive officer or chief financial officer of each Effective Date Loan Party with respect to the Loan Documents and the transactions transaction contemplated hereby and thereby on the Effective Date attaching (i) resolutions and incumbency certifications of such Loan Party with respect to the Loan Documents and the transactions contemplated hereby and thereby on the Effective Date, (ii) a copy of the by-laws, operating agreement and/or partnership agreement, together with all amendments thereto, (iii) a true and correct copy of the certificate of incorporation, certificate of formation and/or certificate of partnership of such Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of the Loan Party, if an organized number is issued in such jurisdiction, (iv) a certificate of status with respect to such Loan Party, dated within 30 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party which certificate shall indicate that such Loan Party is in good standing in such jurisdictionhereby, and (v) the names and true signatures of the representatives of has provided such Loan Party authorized executed resolutions to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (d) receipt of financing statements in form appropriate for filing against each Effective Date Loan Party on Form UCC-1 in such office or offices as may be necessary to perfect the security interests purported to be created by this Agreement; (e) customary opinions of (a) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special New York counsel to the Effective Date Loan Parties and (b) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, as special Delaware counsel to the Effective Date Loan both Parties; (fi) copiesThe agency of power of the Parties has duly conferred corporate authorization on the approval of this Agreement and the transaction contemplated hereby in the manner stipulated in the Articles of Association and relevant organization documents, dated not more than 30 days before and has provided such executed documents of authorization to the date other party; (j) The original examination and approval authority of the PACT has issued its complete and unconditional approval of this Agreement and the transaction contemplated hereby, and both Parties have received such approval duly signed and issued; (k) All the permits, agreements, approval and authorization of other governmental bodies necessary or useful for the performance of the transaction contemplated hereby have been obtained, or the Parties waive them in written though haven't obtained hereto, or it's believed according to rational reason they are to be obtained; (l) No change of the PRC laws or any other event relating to the PACT or the transaction contemplated hereby, which may result in significant unfavorable influence on the party's interests under this Agreement as well as its ability to perform the obligations of this Agreement, will occur after the day of financing statement searches, as Agent may reasonably requestsignature till the effective day; (gm) When signing this Agreement, the Parties have reached an agreement and entered into a Perfection Certificate, duly executed and delivered by all Person who will be Loan Parties written contract on the Funding Dateassignment which is 30% of the equity interest of the PACT ASIA PACIFIC LIMITED("PACT ASIA"), which was invested by the Seller and registered in British Virgin Island. The total value of that assignment is US$133,597; (hn) [reserved]Prior to the Effective date, the tangible net assets of the PACT shall not be less than RMB 912,622 yuan; and (io) evidence that all consents, authorizations and approvals of, and filings and registrations with, and all other actions The two checks have been received from the Buyer in respect of, any Governmental Authority or other Person required in connection with the consummation favor of the transactions hereunder or Seller for the conduct amount of any Effective Date Loan Party’s business as required US$ 154,403 for transferring shares of PACT and US$ 133,597 for transferring shares of PACT ASIA. The checks will be kept by this Agreement Fangda Partners until presentation of the new original certificates of registration of PACT and PACT ASIA showing that the shares of PACT and PACT ASIA have been obtained and are in full force and effect. By executing this Agreement the Agent and each Lender shall been deemed to be satisfied with, or to have waived, any and all of the above-listed conditions, and this Agreement shall be effective as of the date of such execution, notwithstanding any other provision hereintransferred.