Common use of Conditions Precedent to All Loans Clause in Contracts

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the satisfaction of the following conditionsconditions precedent on the date of making such Loan: (a) Either (i) the Operations Agent representations and warranties made by the Credit Parties herein, in the Security Documents or which are contained in any certificate furnished at any time under or in connection herewith shall have received be true and correct on and as of the date of such Loan as if made on and as of such date, except for representations and warranties expressly stated to relate to a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofspecific earlier date; (b) The representations no Default or Event of Default shall have occurred and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made continuing on such date (except or after giving effect to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement)Loan; (c) Such Borrower shall be in compliance in all material respects with all immediately after giving effect to the making of any such Loan (and the application of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dateproceeds thereof), the aggregate sum of all outstanding Tranches shall not exceed the Commitment; (d) The making of the Loan there shall not contravene exist any lawlitigation, regulationinvestigation, decree bankruptcy or insolvency, injunction, order binding on such or claim affecting or relating to any Credit Party or any of its Subsidiaries, or any Project, which has had, or could reasonably be expected to have, a Material Adverse Effect, or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement or any other Credit Document, that has not been settled, dismissed, vacated, discharged or terminated; (e) no Borrower, Credit Party or Mineral Property shall have suffered a Material Adverse Effect and the Operations AgentLender has not become aware of any facts which, in the Swing Line Lender or the BanksLender’s opinion, could have a Material Adverse Effect; and (ef) After giving effect to the Loans to be made on such date to such Borrowerall conditions set forth in Section 2.2, no Default with respect to such BorrowerSection 2.3 (including delivery of an executed Borrowing Notice) and Section 6.1, shall have occurred been, and be continuingshall remain, satisfied to the satisfaction of the Lender in its sole discretion; the Borrower’s delivery of a Borrowing Notice shall constitute the Borrower’s representation and warranty that all such conditions precedent have been, and remain, satisfied. Each Borrowing Request made by Borrower request for a Borrower Loan shall be deemed to constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of such Loan that the Loanapplicable conditions in paragraphs (a) through (f) of this Section have been, and remain, satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the satisfaction of the following conditionsconditions precedent on the date of making such Loan: (a) Either (i) the Operations Agent representations and warranties made by the Credit Parties herein, in the Security Documents or which are contained in any certificate furnished at any time under or in connection herewith shall have received be true and correct on and as of the date of such Loan as if made on and as of such date, except for representations and warranties expressly stated to relate to a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofspecific earlier date; (b) The representations no Default or Event of Default shall have occurred and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made continuing on such date (except or after giving effect to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement)Loan; (c) Such Borrower shall be in compliance in all material respects with all immediately after giving effect to the making of any such Loan (and the application of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dateproceeds thereof), the aggregate sum of all outstanding Loans shall not exceed the Commitment; (d) The making there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or any of its Subsidiaries, or any Project, which has had, or could reasonably be expected to have, a Material Adverse Effect, or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement or any other Credit Document, that has not been settled, dismissed, vacated, discharged or terminated; (e) no Borrower, Credit Party or Mineral Property shall have suffered a Material Adverse Effect and the Lender has not become aware of any facts which, in the Lender’s opinion, could have a Material Adverse Effect; (f) the Lender shall have reviewed and approved the use of Loan proceeds with respect to the Loan to be Advanced, as such use of Loan proceeds has been specified by the Borrower in the Borrowing Notice; (g) the Borrower and the other Credit Parties shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banksbe in compliance with Section 8.1(y); and (eh) After giving effect to the Loans to be made on such date to such Borrowerall conditions set forth in Section 2.2, no Default with respect to such BorrowerSection 2.3 (including delivery of an executed Borrowing Notice), Section 2.5 and Section 6.1, shall have occurred been, and be continuingshall remain, satisfied to the satisfaction of the Lender in its sole discretion; the Borrower’s delivery of a Borrowing Notice shall constitute the Borrower’s representation and warranty that all such conditions precedent have been, and remain, satisfied. Each Borrowing Request made by Borrower request for a Borrower Loan shall be deemed to constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of such Loan that the Loanapplicable conditions in paragraphs (a) through (h) of this Section have been, and remain, satisfied.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two Business Days prior to the date of such Loan (other than the Initial Loan, in which case such items shall be dated within two days prior to the date of such Initial Loan) and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the amount of such Loan (if it is a Class A Loan) and all Loans Outstanding that are affected by Class A Loans does not exceed the consummation Class A Borrowing Base and the amount of transactions permitted under this Agreementsuch Loan and the aggregate amount of all Loans Outstanding does not exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (dv) The no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Lenders in accordance with the provisions hereof; (vi) no Level I Trigger Event shall have occurred or be continuing, both before and after giving effect to the proposed Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banksand pledge of Collateral; and (evii) After giving effect on and as of such date, the Credit Facility or Liquidity Facility provided to the Loans to be made on such date to such Borrower, no Default Conduit Lender in the Credit Suisse Lender Group with respect to such Borrower, the Class A Note is rated at least “AA” and the Credit Facility or Liquidity Facility provided to the Conduit Lender in the Credit Suisse Lender Group with respect to the Class B Note is rated at least “A(high)” by DBRS. (c) The Borrower shall have occurred and be continuing. Each Borrowing Request made by a deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The Borrower shall constitute a representation be in compliance with Section 6.03 and warranty by such Borrower to the Operations Agent and the Banks with all requirements of any Hedging Agreement required thereby. (in the case of a Request for Committed Credit Loane) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two Business Days prior to the date of such Loan (other than the Initial Loan, in which case such items shall be dated within two days prior to the date of such Initial Loan) and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or are affected by would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the consummation giving of transactions permitted under this Agreementnotice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the Loans Outstanding does not exceed the Borrowing Base (each calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (dv) The no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, Lenders in accordance with the Operations Agent, the Swing Line Lender or the Banksprovisions hereof; and (evi) After no Level I Trigger Event shall have occurred or be continuing, both before and after giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, proposed Loan and pledge of Collateral. (c) The Borrower shall have occurred and be continuing. Each Borrowing Request made by a deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The Borrower shall constitute a representation be in compliance with Section 6.03 and warranty by such Borrower to the Operations with all requirements of any Hedging Agreement required thereby. (e) The Administrative Agent and each Agent shall have received the Banks (in the case Schedule of a Request for Committed Credit Loan) Receivables and the Swing Line Lender Schedule of Locations of Books and Records. (in the case of a Request for Swing Line Loanf) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is all subject to the following conditions: further condition precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of the terms such earlier date) and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of except for changes in factual circumstances not prohibited under the Loan shall not contravene any lawDocuments, regulation, decree or order binding on such Borrower, and (c) the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Administrative Agent shall have occurred and be continuingreceived a timely Notice of Borrowing. Each Borrowing Request made by a Borrower Credit Event shall constitute a representation and warranty certification by such the Borrower to the Operations Agent and the Banks (effect set forth in the case of a Request for Committed Credit Loan) and the Swing Line Lender preceding sentence (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of such Credit Event contained in Article V. have been satisfied.

Conditions Precedent to All Loans. The obligation Except as otherwise expressly provided in Section 2.15, with respect to an increase of the Banks Term Loan Commitments incurred to finance a Limited Condition Transaction, in addition to satisfaction or waiver of the conditions precedent contained in Section 6.1, the obligations of Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default shall exist and be continuing as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.14 would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Each Loan to under this Agreement (each, a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower “Transaction”) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsfurther conditions precedent that: (a) Either The Borrowers shall have delivered (or caused to be delivered on their behalf) to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) no later than (I) two (2) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables included in the Collateral on a prior Funding Date and (II) five (5) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables not previously included in the Collateral: (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofBorrowing Notice, or a Borrowing Base Certificate, a Receivables List and, if applicable, a Servicing Report; and (ii) if applicable, a Sale Assignment substantially in the Swing Line Lender shall have received a Request for Swing Line Loan from form of Exhibit A to the Sale Agreement (with respect to the LLC Borrower only) including Schedule I thereto and containing such Borrower additional information as required may be reasonably requested by Section 3.03(a) hereof;the Administrative Agent; and (b) On the date of such Transaction the following shall be true and correct (both before and immediately after giving effect to such Transaction) and the Borrowers and the Servicer shall have certified in the related Borrowing Notice that all conditions precedent to the requested Transaction have been satisfied and shall thereby be deemed to have certified that: (i) The representations and warranties of such Borrower contained in Article VII hereof shall be Section 4.1 and Section 4.3 are true and correct in all material respects on and as of such date as if they had been made on such date day (except to the extent that such representations and warranties expressly relate to an earlier date date, in which case they shall be true and correct in all material respects as of such earlier date) as though made on and as of such day and shall be deemed to have been made on such day; (ii) No event has occurred, or are affected would result from such Transaction, that constitutes (A) an Event of Default (unless such Event of Default has been waived in writing by the consummation Administrative Agent) or Unmatured Event of transactions permitted Default (unless such Unmatured Event of Default is no longer continuing) or (B) an “Event of Default” (unless such event has been waived in writing pursuant to the terms of the Term Credit Agreement) or “Unmatured Event of Default” (unless such event is no longer continuing) under this Agreement)(and as defined in) the Term Credit Agreement or any other credit facility between any Affiliate of the Originator and any Affiliate of the Administrative Agent; (iii) On and as of such day, after giving effect to such Transaction, the Maximum Outstanding Loan Amount shall be greater than or equal to $0; and (iv) To the knowledge of the Borrowers, no Applicable Law shall prohibit or enjoin the Borrowers from entering into such Transaction. (c) Such The applicable Borrower shall be in compliance in all material respects with all of have delivered to the terms and provisions set forth herein on its part to be observed or performed on or Collateral Custodian, no later than 2:00 p.m. (I) two (2) Business Days prior to such datethe related Funding Date with respect to Receivables being acquired from Sellers of Receivables included in the Collateral on a prior Funding Date and (II) five (5) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables not previously included in the Collateral, the Required Receivable File; (d) The making of the Loan Amortization Period shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, have commenced and no Event of Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks ; (in the case of a Request for Committed Credit Loane) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such Transaction, the LoanAdministrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; and (f) The Administrative Agent shall have received from the Borrowers or the Servicer on behalf of the Borrowers, a copy of the Purchase and Sale Agreement with respect to the Receivables, if any, being acquired by the LLC Borrower (if not previously delivered to the Administrative Agent), all hedging confirmations required in connection with such Transaction, any Sub-Servicing Agreements then in effect with respect to the Receivables being acquired (if not previously delivered to the Administrative Agent), and copies of the applicable Dealer Agreement (if any) for each such Receivable, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are each subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from date of the making of such Borrower as required by Section 2.04(a) hereof, Loans or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, except as the Borrower may otherwise advise the Administrative Agent and Lenders in writing referencing this Section 6.2, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article VI have been satisfied. Unless set forth in writing to the contrary expressly and specifically referencing this Section, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan Loan, including the initial Loans, to a Borrower, and/or the Swing Line Lender continue LIBOR Loans or to make any Swing Line Loan hereunder convert Base Rate Loans to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), LIBOR Loans is further subject to the following conditions: (a) Either (i) timely receipt by the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as of the most recent Borrowing Base Report required by Section 2.04(a5.1(d) hereof, and the Notice of Borrowing or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofConversion with respect to any Loan; (b) The the outstanding Loans do not and, after giving effect to any requested Loan will not, exceed the limitations set forth in Section 2.1; (c) the representations and warranties of such Borrower contained in Article VII hereof Section IV shall be true and accurate in all material respects on and as of the date of such Notice of Borrowing or Conversion and on the effective date of the making, continuation or conversion of each Loan as if they had been though made on at and as of each such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreementdate); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall have occurred and be continuingcontinuing at the time of, and immediately after the making of, such requested Loan; (e) the resolutions referred to in Section 3.1 shall remain in full force and effect; and (f) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for any Lender, would make it illegal or against the policy of any governmental agency or authority for such Lender to make Loans hereunder. Each Borrowing Request made by a Borrower The making, continuation or conversion of each Loan and shall constitute be deemed to be a representation and warranty by the Borrower on the date of the making, continuation or conversion of such Borrower Loan as to the Operations Agent accuracy of the facts referred to in subsection (c) of this Section 3.2 and of the Banks (in the case satisfaction of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified set forth in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan3.2.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make available or permit any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditionsBorrower satisfying each of the conditions precedent set out in this Section 6.2 as at each date of advance of such Loan to the satisfaction of the Lender and its counsel: (a) Either (i) 6.2.1 the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties contained in Section 8.1 will be true and correct on each date of such Borrower contained in Article VII hereof shall be true on and Loan with the same effect as if made as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, 6.2.2 no Default with respect to such Borrower, shall Material Adverse Change will have occurred and be continuing. Each Borrowing Request , and no Material Adverse Change will result from any Loan; 6.2.3 no Default or Event of Default will have occurred and be continuing, and no Default or Event of Default will result from the making or permitting of an Loan; 6.2.4 the Lender will not have received a notice from any Person of any Priority Claims or of any other claims the effect of which under Applicable Law would be to make the Lender liable to that Person for the amount to be advanced, if that amount was advanced, including third party demands made by a Borrower shall constitute a representation Canada Revenue Agency or the Internal Revenue Service and warranty by such Borrower any notice of seizure of bank accounts or the credit balance in them from any Governmental Authority; and 6.2.5 if any Obligor or Subsidiary of an Obligor is required to provide Security Documents to the Operations Agent Lender under Sections 7.1 or 9.1.17, those Security Documents will have been executed and delivered to the Lender, and those Security Documents or notices of them will have been duly registered, recorded or filed in all places and jurisdictions that the Lender or its counsel deem appropriate, all steps will have been taken to validly create, perfect, protect and preserve the Security Interests created by those Security Documents and to provide the Facility, the Outstanding Obligations and those Security Interests with the priority contemplated by this Agreement, and the Banks (in Lender will have received evidence satisfactory to the case Lender or its counsel of a Request for Committed Credit Loan) the completion of those registrations, recordings and filings and the Swing Line Lender (in the case full payment of a Request all necessary registration, recording and filing fees for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanthem.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a BorrowerLoans (other than the initial Term B Loans, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within Term B-3 Loans, the sole discretion of Term B-4 Loans, the Swing Line Lender)Term B-5 Loans, the 2016-1 Term B-4 Loans, the 2016-1 Term B-5 Loans and the Term B-56 Loans) is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan of each of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Financing Agreements shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions permitted under this Agreementsuch earlier date); (cb) Such Borrower no event shall have occurred and no condition shall exist that has or may be in compliance in all material respects with all of the terms and provisions set forth herein on its part reasonably be likely to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Bankshave a Material Adverse Effect; and (ec) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall exist or have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanmaking of such Loan and after giving effect thereto. Notwithstanding anything in this Section 4.2 and in Section 2.8 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loan shall be (i) the conditions precedent set forth in the related Incremental Amendment, (ii) that the Specified Representations and the Specified Acquisition Agreement Representations with respect to the Target of such Permitted Acquisition or Investment permitted hereunder shall be true and correct and (iii) no Event of Default under Section 11.1(a)(i), (a)(ii), (g) or (h) shall have occurred and be continuing or would result therefrom.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 5.1., the obligations of the Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) date of the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; making of the Loans after giving effect thereto; and (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms which case such representations and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, warranties shall have occurred been true and be continuingcorrect on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Borrowing Request made by a Borrower Credit Event shall constitute a representation and warranty certification by such the Borrower to the Operations Agent and the Banks (effect set forth in the case of a Request for Committed Credit Loan) and the Swing Line Lender preceding sentence (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time the Loans are made that all conditions to the making of such Loans contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that including the Initial Loans, the Delayed Draw Loans and any decision to make a Swing Line Loan to a Borrower Additional Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request for Committed Credit Loan from such to the Administrative Agent signed by the Borrower as required by Section 2.04(a) in accordance with the requirements hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;. (b) The Each of the representations and warranties of such made by the Borrower set forth in Article V hereof and the other Loan Documents (provided that the representation and warranty contained in Article VII hereof Section 5.20 shall not be made as of the date of any Borrowing to the extent such Borrowing occurs after the Closing Date) shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making LTV Ratio as of the Loan shall not contravene any lawsuch date, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date date, shall be equal to or less than the Initial LTV Level. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such BorrowerLender hereunder, no Default with respect duly executed by a Responsible Officer (in each case, unless such Lender has confirmed that it does not require either such form). (f) The Calculation Agent shall have received confirmation from the Custodian that (i) if a Collateral Reallocation Instruction has been delivered to the Custodian, the reallocation described therein has been completed, and (ii) after giving effect to the making of such BorrowerLoans, each Applicable Lender has its Ratable Share of each type of Collateral in its Collateral Accounts. (g) No Mandatory Prepayment Event shall have occurred within the preceding two (2) Business Days prior to such Borrowing, and be continuingno Mandatory Prepayment Notice shall have been delivered to the Borrower. (h) With respect to the funding of any Loans other than the Initial Loans, the Cheetah Payoff shall have occurred. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely for the Initial Loan Borrowings on the Funding Date) and Section 4.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a BorrowerLoans (other than the initial Term B Loans, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within Term B-3 Loans, the sole discretion of Term B-4 Loans, the Swing Line Lender)Term B-5 Loans, the 2016-1 Term B-4 Loans, the 2016-1 Term B-5 Loans and, the Term B-6 Loans, the 2016-2 Term B-4 Loans, the 2016-2 Term B-5 Loans and the 2016-1 Term B-6 Loans) is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan of each of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Financing Agreements shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions permitted under this Agreementsuch earlier date); (cb) Such Borrower no event shall have occurred and no condition shall exist that has or may be in compliance in all material respects with all of the terms and provisions set forth herein on its part reasonably be likely to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Bankshave a Material Adverse Effect; and (ec) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall exist or have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanmaking of such Loan and after giving effect thereto. Notwithstanding anything in this Section 4.2 and in Section 2.8 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loan shall be (i) the conditions precedent set forth in the related Incremental Amendment, (ii) that the Specified Representations and the Specified Acquisition Agreement Representations with respect to the Target of such Permitted Acquisition or Investment permitted hereunder shall be true and correct and (iii) no Event of Default under Section 11.1(a)(i), (a)(ii), (g) or (h) shall have occurred and be continuing or would result therefrom.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two Business Days prior to the date of such Loan (other than the Initial Loan, in which case such items shall be dated within two days prior to the date of such Initial Loan) and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or are affected by would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the consummation giving of transactions permitted under this Agreementnotice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the amount of such Loan and all Loans Outstanding does not exceed the Borrowing Base ( calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer, each Originator and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (dv) The no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Lenders in accordance with the provisions hereof; (vi) no Level I Trigger Event shall have occurred or be continuing, both before and after giving effect to the proposed Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banksand pledge of Collateral; and (c) The Borrower shall have deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The Borrower shall be in compliance with Section 6.03 and with all requirements of any Hedging Agreement required thereby. (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, The Administrative Agent and each Agent shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to received the Operations Agent Schedule of Receivables and the Banks Schedule of Locations of Books and Records. (in the case of a Request for Committed Credit Loanf) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require. (g) Subject to Section 2.10(b), the Borrower (directly or through the Servicer and the Subservicers) shall have caused to be deposited into the Collection Account, an amount equal to all Collections received on or in respect of the Receivables transferred in connection with such Loan since the related Cutoff Date.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: (a) Either further conditions precedent that: (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and none of the conditions described in Section 2.04(a) hereof, or 2.15. would exist after giving effect thereto; (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except (x) to the extent that such representations and warranties are already qualified as if to materiality, in which case they had been made on such date shall be true and correct in all respects, (except y) to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and accurate in all material respects with all on and as of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect earlier date except to the Loans extent that such representations and warranties are already qualified as to materiality, in which case they shall be made true and correct in all respects on and as of such date to such Borrower, no Default with respect to such Borrower, shall have occurred earlier date) and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation (z) for changes in factual circumstances specifically and warranty by such Borrower to the Operations Agent expressly permitted hereunder and the Banks (iii) in the case of the borrowing of Revolving Loans, the Agent shall have received a Request for Committed timely Notice of Borrowing. Each Credit Loan) and Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all conditions to the making of such Loan contained in this Article VI. have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a BorrowerLoans (other than the initial Term B Loans, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within Term B-3 Loans, the sole discretion of Term B-4 Loans, the Swing Line Lender)Term B-5 Loans, the 2016-1 Term B-4 Loans, the 2016-1 Term B-5 Loans, the Term B-6 Loans, the 2016-2 Term B-4 Loans, the 2016-2 Term B-5 Loans and, the 2016-1 Term B-6 Loans, the 2017-1 Term B-4 Loans, the 2017-1 Term B-5 Loans and the 2017-1 Term B-6 Loans) is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan of each of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Financing Agreements shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions permitted under this Agreementsuch earlier date); (cb) Such Borrower no event shall have occurred and no condition shall exist that has or may be in compliance in all material respects with all of the terms and provisions set forth herein on its part reasonably be likely to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Bankshave a Material Adverse Effect; and (ec) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall exist or have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanmaking of such Loan and after giving effect thereto. Notwithstanding anything in this Section 4.2 and in Section 2.8 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loan shall be (i) the conditions precedent set forth in the related Incremental Amendment, (ii) that the Specified Representations and the Specified Acquisition Agreement Representations with respect to the Target of such Permitted Acquisition or Investment permitted hereunder shall be true and correct and (iii) no Event of Default under Section 11.1(a)(i), (a)(ii), (g) or (h) shall have occurred and be continuing or would result therefrom.

Conditions Precedent to All Loans. The Senior Lender shall be under no obligation of the Banks to make any Committed Credit Loan if, as of the date of such Loan, all of the conditions stated in this Section 4.2 of this Agreement have not been satisfied. Senior Lender's election to make a Borrower, and/or the Swing Line Lender Loan at a time when all such conditions have not been satisfied shall not be deemed a waiver of Senior Lender's rights to refuse to make any Swing Line such Loan hereunder in the future under the same or similar circumstances. Each of the following is an additional condition precedent to Senior Lender making a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower Borrowers, including the initial Loan on the Closing Date and any future Loan (the request by Borrowers of each Loan shall be within constitute the sole discretion certification of Borrowers as to the truth and accuracy of each of the Swing Line Lender), is subject to the following conditionsfollowing: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The All representations and warranties of such Borrower contained herein and in Article VII hereof the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (b) No law, regulation, order, judgment or are affected by decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans, or (B) the consummation of the transactions permitted under this Agreement)contemplated pursuant to the terms hereof or the other Loan Documents, or (ii) has or could reasonably be expected to have a Material Adverse Change; (c) Such Borrower No Default or Event of Default shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed exist or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the making of such Loan; and (d) With respect to each Advance, Borrowers or the Borrower Agent shall have delivered to Senior Lender an Advance Request, together with a Revolving Credit Borrowing Base Certificate, in accordance with the terms and conditions of this Agreement.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that including the Initial Loans, the Delayed Draw Loans and any decision to make a Swing Line Loan to a Borrower Additional Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request for Committed Credit Loan from such to the Administrative Agent signed by the Borrower as required by Section 2.04(a) in accordance with the requirements hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;. (b) The Each of the representations and warranties of such made by the Borrower contained set forth in Article VII V hereof and the other Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making LTV Ratio as of the Loan shall not contravene any lawsuch date, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date date, shall be equal to or less than the Initial LTV Level. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such BorrowerLender hereunder, no Default with respect duly executed by a Responsible Officer (in each case, unless such Lender has confirmed that it does not require either such form). (f) The Calculation Agent shall have received confirmation from the Custodian that (i) if a Collateral Reallocation Instruction has been delivered to the Custodian, the reallocation described therein has been completed, and (ii) after giving effect to the making of such BorrowerLoans, each Applicable Lender has its Ratable Share of each type of Collateral in its Collateral Accounts. (g) No Mandatory Prepayment Event shall have occurred within the preceding two (2) Business Days prior to such Borrowing, and be continuingno Mandatory Prepayment Notice shall have been delivered to the Borrower. (h) With respect to the funding of any Loans other than the Initial Loans, the Cheetah Payoff shall have occurred. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely for the Initial Loan Borrowings on the Funding Date) and Section 4.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation (a) In the event that the Lenders holding Unfunded Commitments elect to make a Loan as provided in this Agreement, the obligations of the Banks such Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are all subject to the following conditions: (a) Either further condition precedent that: (i) the Operations Agent no Default or Event of Default shall have received a Request for Committed Credit occurred and be continuing as of the date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or would exist immediately after giving effect thereto; (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties made or deemed made by the Borrower and each other Obligor in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (and without regard to any qualifications limiting such representations to knowledge or belief) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms which case such representations and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, warranties shall have occurred been true and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation accurate on and warranty by as of such Borrower to the Operations Agent earlier date) and the Banks except for changes in factual circumstances specifically and expressly permitted hereunder, (iii) in the case of the borrowing of Loans, the Agent shall have received a Request for Committed Credit Loantimely Notice of Borrowing, and (iv) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all each of the conditions specified set forth in this Section 6.02 2.18 shall have been satisfied satisfied. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in all material respects by such Borrower the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all applicable conditions to the making of such Loan contained in Article V have been satisfied. (b) At such times as Agent shall determine in its discretion prior to each funding, to the extent available under applicable law, a “date down” endorsement to each Title Policy indicating no change in the state of title and containing no survey exceptions not approved by the Agent, which endorsement shall, expressly or by virtue of a proper “revolving credit” clause or endorsement in each Title Policy, increase the coverage of each Title Policy to the aggregate amount of all Loans advanced and outstanding on or before the effective date of such endorsement (provided that the amount of coverage under an individual Title Policy for an individual Collateral Pool Property need not equal the aggregate amount of all Loans), or if such endorsement is not available, such other evidence and assurances as the Agent may reasonably require (which evidence may include, without limitation, an affidavit from the Borrower stating that there have been no changes in title from the date of the last effective date of the Title Policy). (c) As a condition precedent to the Lenders making any Loans available to the Borrower hereunder, the Borrower will pay to the Agent any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable as a result of such Loan to any state or any county or municipality thereof in which any of the Collateral Pool Properties are located, and deliver to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Collateral Pool Property located in such state secure the Borrower’s obligation with respect to the Loans then being requested by the Borrower. The provisions of this Section 5.2(c) shall not limit the Borrower’s obligations under other provisions of the Loan Documents, including without limitation Sections 12.2 and 12.9 hereof.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofdate of the making of the Loans or would exist immediately after giving effect thereto, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; and (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of the Loans with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder. Each Credit Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for the Loans set forth in Section 5.1. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that Loan, including the Mortgage Loans and Initial Term Loans and any decision to make a Swing Line Loan to a Borrower Revolving Loans on the Closing Date, shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions precedent that, on the date of such Loan and after giving effect thereto: (a) Either The following statements shall be true (and each of the giving of the applicable Funding Notice with respect to such Loan and the acceptance of the proceeds of such Loan without prior correction by or on behalf of the Borrowers shall constitute a representation and warranty by each Borrower as to the representations and warranties made by such Borrower that on the date of such Loan such statements are true): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such each Borrower contained in Article VII hereof Section 6.1 are correct in all material respects on and as of the date of such Loan, before and after giving effect to such Loan and to the application of the proceeds therefrom, as though made on and as of such date, except for any representations and warranty that speaks of a particular date (including those in Section 6.1(f) with respect to financial statements), which shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such particular date; (dii) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have and no Event of Default has occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower is continuing on or as of the date of such Loan or would result from such Loan or from the application of the proceeds thereof; and (iii) the making of such Loan would not cause the Available Commitments or the Aggregate Non-Mortgage Commitment Amount or the Mortgage Commitments to be exceeded. (b) In the case of any Revolving Loan, the Parent shall have delivered a Funding Notice to each Lender not less than five Business Days prior to the applicable Revolving Loan Funding Date, specifying such Revolving Loan Funding Date, the aggregate Funding Amount of the Revolving Loans to be advanced by the Lenders on such Revolving Loan Funding Date and the Funding Amount to be advanced by each Lender on such Revolving Loan Funding Date. (c) In the case of any Additional Term Loan, the Parent shall have delivered a Conversion Notice to each Lender in accordance with Section 3.4(b).

Conditions Precedent to All Loans. (1) After request therefor by the Borrower, the Banks shall not be obligated to make any Loan hereunder unless the following statements shall be true and the Agent shall have received, if requested by the Agent, a certificate signed by a duly authorized officer of the Borrower dated the date of such Loan, stating that (a) The representations and warranties contained in this Agreement and in the Pledge Agreement and in the other Loan Documents are correct on and as of the date of such Loan as though made on and as of such date; (b) No Default or Event of Default has occurred and is continuing or would result from such Revolving Credit Loan; (c) No Default or Event of Default has occurred and is continuing, or would result from such Loan; (d) No material adverse change has occurred in the financial condition of the Borrower since the date hereof; or, in connection with the Term Loan, in the financial condition of Micro since November 1, 2001 (the date of the Acquisition Agreement); (e) The Agent and the Banks have been provided with a true and correct copy of the Acquisition Agreement, together with all amendments and modifications thereto, and that there have been no material changes in the terms of the Acquisition; and (2) The Agent and the Banks shall have received such other approvals, opinions, or documents as the Agent and the Banks may reasonably request; and (3) After request therefor by the Borrower, the obligation of the Banks Bank to make any Committed Revolving Credit Loan Loans to be used to purchase a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower Target shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsfurther conditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received provided the Agent with written notice regarding the Borrower’s intent to acquire, by asset or stock purchase, a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;Target. (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of have provided the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks with such information as may be reasonably requested by the Agent and the Banks concerning the proposed acquisition, which may include, but is not necessarily limited to, evidence of the structure, terms and conditions of, and documentation of any acquisition together with true and correct copies, schedules, appendices, amendments, modifications and supplements thereto, all satisfactory in form and substance to the Agent and the Banks; an appraisal by an appraiser(s) (M.A.I. or otherwise qualified) acceptable to the Bank of the valuation of the Target’s business and property; proforma financial projections for each Target to be acquired; a certificate from an authorized officer or partner of the Borrower and/or the Target stating that the proposed Loan would not result in the case occurrence of a Request for Committed Credit LoanDefault or an Event of Default; three (3) years’ financial statements from the Target; solvency certificates from a source acceptable to the Bank stating that the proposed Loan would not render the Borrower or any Target insolvent; environmental studies involving any property to be purchased; satisfactory opinions of counsel; and the Swing Line Lender all conditions precedent to, and consents necessary to permit (in the case of a Request for Swing Line Loanincluding without limitation all necessary state and federal regulatory approvals and foreign government approvals) that all of the conditions specified in this Section 6.02 any acquisitions have been satisfied or waived in all material respects by writing (with the Agent’s written consent to such Borrower as waivers). It is understood that the failure of the date Agent and the Banks to demand a certain type of information in regard to a proposed acquisition will not constitute a waiver by the LoanAgent and the Banks of their right to demand that type of information in the future. All costs of any necessary appraisals or studies relating to a proposed Target shall be borne by the Borrower.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two Business Days prior to the date of such Loan (other than the Initial Loan, in which case such items shall be dated within two days prior to the date of such Initial Loan) and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or are affected by would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the consummation giving of transactions permitted under this Agreementnotice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the Loans Outstanding does not exceed the Borrowing Base (each calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (dv) The no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, Lenders in accordance with the Operations Agent, the Swing Line Lender or the Banksprovisions hereof; and (evi) After no Level I Trigger Event shall have occurred or be continuing, both before and after giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, proposed Loan and pledge of Collateral. (c) The Borrower shall have occurred deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The (i) the Hedge Reserve Account Amount is greater than or equal to the Hedge Reserve Account Required Amount, to the extent applicable, and be continuing. Each Borrowing Request made by a (ii) the Borrower shall constitute a representation be in compliance with Section 6.03 and warranty by such Borrower to the Operations with all requirements of any Hedging Agreement required thereby. (e) The Administrative Agent and each Agent shall have received the Banks (in the case Schedule of a Request for Committed Credit Loan) Receivables and the Swing Line Lender Schedule of Locations of Books and Records. (in the case of a Request for Swing Line Loanf) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require.

Conditions Precedent to All Loans. The obligation of Except as otherwise provided below, each request for a Loan (including the Banks to make any Committed Credit Loan Initial Loan) by the Borrower to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions precedent that: (a) Either The Borrower shall have delivered to the Administrative Agent all of the documents required pursuant to Section 2.01(b), at the times and in the forms required in such section. (b) With respect to any Loan (including the Initial Loan) in connection with which Eligible Receivables are being added to the Collateral, the Servicer shall have delivered to the Administrative Agent and each Lender Group Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent, (x) a Transfer Agreement, (y) except with respect to Non-Custodial Receivables, to the extent not incorporated into the Funding Request, in respect to each Receivable identified as an “Eligible Receivable” or a “Portfolio Purchase Receivable” in the related Borrowing Base calculation either (i) a duly executed Receivable Receipt from the Operations Agent shall have received a Request Collateral Custodian for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, the related Receivable File or (ii) with respect to a Custodial Transition Receivables during the Swing Line Lender Custodial Transition Period, a receivables receipt in form and substance satisfactory to the Joint Structuring and Syndication Agents from the applicable Prior Custodian acknowledging that such Receivable File is in such Prior Custodian’s possession as of the date immediately preceding the Closing Date and (z) a current Master Custodial Report and Master Exception Report. (c) On the date of such Loan, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral: (i) all requirements, conditions and limitations imposed in Section 2.01 in connection with Borrower’s request for, and Lenders’ funding of, a Loan shall have received a Request for Swing Line Loan from been satisfied and complied with as of such Borrower as required by Section 3.03(a) hereofday; (bii) The the representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 and the other Transaction Documents are true and correct on and as of such date day as if they had though made on and as of such day and shall be deemed to have been made on such date day (except to the extent that any such representations representation and warranties warranty expressly relate refers to an earlier date or are affected by the consummation of transactions permitted under this Agreementdate); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (eiii) After no event has occurred and is continuing, or would result from such transaction that constitutes (i) a Termination Event or Unmatured Termination Event or (ii) a Servicer Termination Event or any event that with the giving effect to of notice of the Loans to be made on such date to such Borrowerlapse of time, or both, would constitute a Servicer Termination Event; provided, that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate or the Legacy Receivables Advance Rate, and (y) no Default Termination Event, Unmatured Termination Event or Servicer Termination Event or any event that with respect to such Borrowerthe giving of notice of the lapse of time, or both, would constitute a Servicer Termination Event, shall have occurred and be continuing. Each , then the foregoing conditions of this clause shall not prevent a Loan being made if, after giving effect to such Loan and the application of the proceeds thereof, no Borrowing Request made by a Base Deficiency would exist. (d) The Collateral Custodian shall have physical possession of, or “control” (within the meaning of Section 9-105 of the UCC) over, each related Contract. (e) The Loans Outstanding shall not exceed the Aggregate Commitment. (f) The Borrower shall constitute a representation be in compliance with Section 6.03 of this Agreement, if applicable, and warranty by such Borrower to the Operations Agent and the Banks (in the case with all requirements of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanany Hedging Agreement required thereby.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line including the Loan to a Borrower shall be within made on the sole discretion of the Swing Line Lender), Closing Date) is subject to satisfaction of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such the Borrower contained in Article VII hereof Section 4 or any other Transaction Document or 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 date of such date as if they had been made on Loan immediately prior to and after giving effect to such date (Loan, except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance true and correct in all material respects with all as of such earlier date. (ii) No Default or Event of Default shall exist, or would result from such proposed Loan. (iii) Neither the Lender nor the Borrower shall have terminated the Facility effective as of such draw date. (iv) The Custodian shall not have provided notice of termination of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date;Control Agreement unless a successor Control Agreement is in effect. (dv) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After Prior to and after giving effect to such Loan, the Loans Asset Coverage shall be at least 300%. (vi) Immediately prior to and immediately after giving effect to such Loan, no Margin Deficiency exists and the Total Outstandings shall not exceed the Commitment or the Maximum Amount. (vii) The Agent has received evidence that the Collateral Requirement has been satisfied. (viii) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect. (ix) Each borrowing shall be deemed to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 3(a) (solely for the initial Loan), and Section 3(b), as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan. (x) The Borrower shall have provided any form requested by the Agent necessary to comply with Regulation U or Regulation X, or any other provisions of the regulations of the Board of Governors of the Federal Reserve System of the United States.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: further conditions precedent that: (a) Either (i) the Operations Agent no Default or Event of Default shall have received a Request for Committed Credit occurred and be CREDIT AGREEMENT continuing as of the date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by Borrower and its Subsidiaries in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions such earlier date) and except for changes in factual circumstances specifically and expressly permitted under this Agreement); hereunder; and (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the borrowing of Loans (other than Swing Line Lender (Loans), Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless Borrower otherwise notifies Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, Borrower shall be deemed to have represented to Administrative Agent and the Lenders at the time such Loan is made that all conditions to the making of such Loan contained in SECTION 5 have been satisfied. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Requisite Lenders, the Lenders may fund any Loan without all conditions being satisfied, but, to the extent permitted by Applicable Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Requisite Lenders specifically waive each such item in writing.

Conditions Precedent to All Loans. The obligation of Each Loan (including the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower initial Loan) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either conditions precedent that (i) the Operations Agent Closing Date shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofoccurred, or and (ii) on the Swing Line Lender Borrowing Date for such Loan, the following statements shall be true (and the SPV by accepting the amount of such Loan shall be deemed to have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;certified that): (ba) The representations and warranties of such Borrower contained in Article VII hereof shall be true Sections 3.1 and 32 are true, complete and correct in all material respects on and as of such date day as if they had though made on and as of such day and shall be deemed to have been made on such date day (except to the extent for any such representation and warranty that such representations and warranties is expressly relate to made as of an earlier date or are affected by the consummation of transactions permitted under this Agreementdate);, (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (eb) After giving effect to such Loan, there is no Borrowing Base Deficit, (c) The Facility Agent shall have received (i) a Borrowing Request and (ii) a Borrowing Base Certificate as provided in Section 2.2, (d) Neither the Loans Amortization Date nor the Termination Date has occurred, (e) No Termination Event or Potential Termination Event exists, (f) No Law, rule or regulation shall prohibit, and no order, judgment or decree of any Official Body shall prohibit or enjoin, the making of such Loan by any Lender in accordance with the provisions hereof or any other transaction contemplated herein, (g) With respect to be made on any Pool Receivables that are being purchased pursuant to the First Tier Agreement with the proceeds of such date Loan, evidence satisfactory to such Borrower, no Default the Facility Agent that Collections with respect to such BorrowerPool Receivables that were received after the Cut-Off Date will be deposited into the Collection Account on the Borrowing Date, and (h) The SPV shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by in compliance with Section 5.3 hereof at such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loantime.

Conditions Precedent to All Loans. The obligation of the Banks Agent and Lenders to make fund any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to satisfaction or waiver on or before any such funding of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such date extension of credit, as if they had been though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and (b) no Default and no Event of Default shall exist or have occurred and be continuing on and as of the date or are affected by of, and immediately after giving effect to, the consummation making of transactions permitted under this Agreement);such Loan. (c) Such Borrower Agent shall be in compliance in all material respects with all have received the Warrant Agreement(s) evidencing the Warrants issuable to the Agent or its designee on completion of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date;applicable Delayed Draw Term Loan, executed by the Parent. (d) The making If required for listing of the common shares underlying the Warrants, Agent shall have received a copy of a letter from the relevant stock exchange granting such approvals (or conditional approvals, as the case may be) as are required for the issuance of the Warrants pursuant to the Warrant Agreement, and the common shares of the Parent issuable on due exercise of the Warrants. The request and acceptance by Borrower Representative or any Borrower of the proceeds of any Loan shall not contravene any lawbe deemed to constitute, regulationas of the date thereof, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (ei) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Parent and each Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.2 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Credit Party of the date granting and continuance of the LoanAgent's Liens and security interests, on behalf of Agent and Lenders.

Conditions Precedent to All Loans. The obligation of the Banks each Noteholder to make any Committed Credit Loan to a Borrowereach Loan, and/or including the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender)initial Loans, is subject to the following conditionsconditions precedent: (a) Either (i) receipt by the Operations Agent shall have received a and each Noteholder of an executed Request for Committed Credit Loan from such Borrower Revolving Advance and each Revolving Advance and the use of proceeds thereof, as required by Section 2.04(a) hereof, or (ii) indicated in the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required Revolving Advance, shall be approved by Section 3.03(a) hereofthe Agent in its sole discretion; (b) The representations no Event of Default shall have occurred and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to continuing or result from the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement)Loan; (c) Such Borrower the representations and warranties in Section 4 hereof and in the Note Purchase Documents shall be in compliance true, accurate and complete in all material respects with all on the date of the terms Request for Revolving Advance and provisions set forth herein on its part the Drawdown Date of each Revolving Advance; provided, however, that such 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 observed true, accurate and complete in all material respects as of such date. Each Loan is Borrower’s or performed the Obligor’s, as applicable, representation and warranty on that date that the representations and warranties in Section 4 hereof and in the Note Purchase Documents are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or prior 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 of such date; (d) The making in such Noteholder’s sole discretion, there has not been any Material Adverse Effect or any materially adverse deviation by Borrower from the Annual Budget of the Loan shall not contravene any law, regulation, decree or order binding on Borrower that was previously presented to and accepted by the Agent; (e) after giving effect to such BorrowerLoan, the Operations Agent, total outstanding Revolving Advances do not exceed the Swing Line Lender or the BanksRevolving Line; and (ef) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all payment of the conditions fees and expenses then due as specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan2.14 hereof.

Conditions Precedent to All Loans. The obligation No Lender shall be obligated to make its Pro Rata Share of any Loan if, as of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsdate thereof: (ai) Either (i) any representation or warranty contained in any Loan Document is untrue, inaccurate or incomplete in any material respect (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of the Operations Agent shall have received a Request for Committed Credit Loan from date of such Borrower as required by Section 2.04(a) hereofLoan, or (ii) any Default or Event of Default has occurred and is continuing or would result from the Swing Line Lender making of such Loan, and in the case of clauses (i) and (ii) with respect to any advance of a Revolving Loan, Agent or Requisite Lenders have determined not to make such Revolving Loan as a result of the fact that such representation or warranty is untrue, inaccurate or incomplete or as a result of that Default or Event of Default, as applicable; (j) in Agent’s reasonable discretion, there has been a material impairment in the general affairs, management, results of operations, financial condition or the prospect of repayment of the Obligations or any material adverse deviation by Borrower from the operating plan of Borrower presented to Agent prior to the Closing Date; (k) with respect to any advance of a Revolving Loan, after giving effect to such Revolving Loan, the aggregate outstanding principal amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; (l) with respect to any advance of a Revolving Loan, Agent shall not have received a Request for Swing Line Loan from such Borrowing Base Certificate, certified by Borrower’s president, chief executive officer, chief financial officer or treasurer setting forth the Borrowing Base of Borrower as required by Section 3.03(a) hereofat the end of the most-recently ended fiscal month or as at such other date as Agent may approve; (bm) The representations with respect to the Initial Loans, the Term Loan B and warranties the Term Loan C, Agent shall not have received a certificate from an authorized officer of such Borrower contained confirming that each of the conditions in Article VII hereof Section 4.2 applicable to funding of the Initial Loans, the Term Loan B or the Term Loan C, as applicable, have been satisfied; (n) with respect to the initial advance of Revolving Loans, Agent shall be true on not have completed an initial field examination and as collateral audit, with results satisfactory to Agent in its sole discretion; (o) with respect to the initial advance of such date as if they had been made on such date Revolving Loans, Borrower shall not have delivered to Agent lockbox agreements, duly executed by the applicable Loan Parties and the applicable depository or financial institution, to the extent required pursuant to Section 6.10; (p) with respect to each Term Loan and except to the extent that such representations and warranties expressly relate to an earlier date otherwise agreed by Agent in its sole discretion, Agent shall not have received the items set forth in the following clauses of Section 4.1: (b) (or are affected a certificate in lieu thereof executed by the consummation Secretary of transactions permitted under this Agreementeach Loan Party certifying that the incumbency, resolutions, formation and governing documents delivered pursuant thereto remain in full force and effect without any amendment or modification), (e) (or a certificate in lieu thereof executed by the Secretary of each Loan Party certifying that the insurance certificates delivered pursuant thereto remain in full force and effect without any amendment or modification), (f), (g) and (k) (or a certificate in lieu thereof executed by the Secretary of each Loan Party certifying that the Perfection Certificates delivered as of the Closing Date remain in full force and effect without any amendment or modification) and a Disbursement Letter, duly executed by each Loan Party, Agent and Lenders; (cq) Such Borrower with respect to the Term Loan B, (i) the Term Loan A has not yet been made by the Lenders or (ii) Agent shall be in compliance in all material respects with all not have received a copy of the terms and provisions set forth herein on its part written confirmation from the authorized representative of Borrower in the European Union that a declaration of conformity to be observed or performed on or prior the In-Vitro Diagnostic Devices Directive (98/79/EC) has been submitted for the ePlex System, thereby permitting the Loan Parties to such datemake commercial sales of the ePlex System in the European Union; (dr) The making with respect to the Term Loan C, (i) the Term Loan A and Term Loan B shall not have been funded by the Lenders or (ii) Agent shall not have received evidence that the FDA has cleared the ePlex System for market distribution within the United States pursuant to a 510(k) premarket notification submitted by Borrower, thereby permitting market distribution of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, ePlex System within the Operations Agent, the Swing Line Lender or the BanksUnited States; and (es) After giving effect Agent shall not have received such other documents, agreements, instruments or information as Agent shall reasonably request. The request by Borrower and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the Loans to be made on such date to such Borrowerthereof, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute (i) a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.2 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Loan Party of the date granting and continuance of Agent’s Liens, on behalf of itself and the LoanLenders, securing the Obligations.

Conditions Precedent to All Loans. The obligation No Lender shall be obligated to make its Pro Rata Share of any Loan, including the Initial Loans, if, as of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsdate thereof: (a) Either (i) any representation or warranty contained in any Loan Document is untrue, inaccurate or incomplete in any material respect (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties date of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (Loan, except to the extent that such representations and warranties expressly relate to an earlier date date, in which case such representations and warranties were true and correct in all material respects (but in all respects if such representation or are affected warranty is qualified by “material” or “Material Adverse Effect”) on and as of such earlier date, or (ii) any Default or Event of Default has occurred and is continuing or would result from the consummation making of transactions permitted under this Agreement)such Loan, and in the case of clauses (i) and (ii) with respect to any advance of a Revolving Loan, Agent or Requisite Lenders have determined not to make such Revolving Loan as a result of the fact that such representation or warranty is untrue, inaccurate or incomplete or as a result of that Default or Event of Default, as applicable; (b) with respect to any advance of a Revolving Loan, after giving effect to such Revolving Loan, the aggregate outstanding principal amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; (c) Such with respect to any advance of a Revolving Loan, Agent shall not have received a Borrowing Base Certificate, certified by Borrower’s president, chief executive officer, chief financial officer or treasurer setting forth the Borrowing Base of Borrower shall be in compliance in all material respects with all as at the end of the terms and provisions set forth herein on its part to be observed most-recently ended fiscal month or performed on or prior to as at such dateother date as Agent may approve; (d) The making with respect to the Initial Loans, Agent shall not have received a certificate from an authorized officer of Borrower confirming that each of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, conditions in Section 4.2 applicable to funding of the Operations Agent, the Swing Line Lender or the Banks; andInitial Loans have been satisfied; (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to any advance of a Revolving Loan, Days Sales Outstanding of the Loan Parties as of the last day of the most recently completed calendar month for which financial statements have been delivered to Agent under this Agreement exceeds 55 days; (f) with respect to any advance of a Revolving Loan, the provisions of Section 6.10(b) have not been satisfied; or (g) Agent shall not have received such Borrowerother documents, agreements, instruments or information as Agent shall have occurred reasonably request. The request by Borrower and acceptance by Borrower of the proceeds of any Loan shall be continuing. Each Borrowing Request made by a Borrower shall constitute deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.2 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Loan Party of the date granting and continuance of Agent’s Liens, on behalf of itself and the LoanLenders, securing the Obligations.

Conditions Precedent to All Loans. The obligation No Lender shall be obligated to make its Pro Rata Share of any Loan, including the Initial Loans, if, as of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsdate thereof: (a) Either (i) any representation or warranty contained in any Loan Document is untrue, inaccurate or incomplete in any material respect (but in all respects if such representation or warranty is qualified by "material" or "Material Adverse Effect") as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties date of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (Loan, except to the extent that such representations and warranties expressly relate to an earlier date date, in which case such representations and warranties were true and correct in all material respects (but in all respects if such representation or are affected warranty is qualified by "material" or "Material Adverse Effect") on and as of such earlier date, or (ii) any Default or Event of Default has occurred and is continuing or would result from the consummation making of transactions permitted under this Agreement)such Loan, and in the case of clauses (i) and (ii) with respect to any advance of a Revolving Loan, Agent or Requisite Lenders have determined not to make such Revolving Loan as a result of the fact that such representation or warranty is untrue, inaccurate or incomplete or as a result of that Default or Event of Default, as applicable; (b) with respect to any advance of a Revolving Loan, after giving effect to such Revolving Loan, the aggregate outstanding principal amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; (c) Such with respect to any advance of a Revolving Loan, Agent shall not have received (i) an Advance Request and (ii) a Borrowing Base Certificate, certified by Borrower's president, chief executive officer, chief financial officer or treasurer setting forth the Borrowing Base of Borrower shall be in compliance in all material respects with all as at the end of the terms and provisions set forth herein on its part to be observed most-recently ended fiscal month or performed on or prior to as at such dateother date as Agent may approve; (d) The making with respect to the Initial Loans, Lenders shall not have received a certificate from an authorized officer of Borrower confirming that each of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, conditions in Section 4.2 applicable to funding of the Operations Agent, the Swing Line Lender or the Banks; andInitial Loans have been satisfied; (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to any advance of a Revolving Loan, the provisions of Section 6.10(b) have not been satisfied; or (f) Lenders shall not have received such Borrowerother documents, agreements, instruments or information as Agent shall have occurred reasonably request. The request by Borrower and acceptance by Borrower of the proceeds of any Loan shall be continuing. Each Borrowing Request made by a Borrower shall constitute deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.2 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Loan Party of the date granting and continuance of Agent's Liens, on behalf of itself and the LoanLenders, securing the Obligations.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make available or permit any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditionsBorrower satisfying each of the conditions precedent set out in this Section 6.2 as at each date of advance of such Loan to the satisfaction of the Lenders and their counsel: (a) Either (i) 6.2.1 the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties contained in Section 8.1 will be true and correct on each date of such Borrower contained in Article VII hereof shall be true on and Loan with the same effect as if made as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, 6.2.2 no Default with respect to such Borrower, shall Material Adverse Change will have occurred and be continuing. Each Borrowing Request , and no Material Adverse Change will result from any Loan; 6.2.3 no Default or Event of Default will have occurred and be continuing, and no Default or Event of Default will result from the making or permitting of a Loan; 6.2.4 the Lenders will not have received a notice from any Person of any Priority Claims or of any other claims the effect of which under Applicable Law would be to make the Lender liable to that Person for the amount to be advanced, if that amount was advanced, including third party demands made by a Borrower shall constitute a representation Canada Revenue Agency or the Internal Revenue Service and warranty by such Borrower any notice of seizure of bank accounts or the credit balance in them from any Governmental Authority; and 6.2.5 if any Obligor or Subsidiary of an Obligor is required to provide Security Documents to the Operations Agent Lenders under Sections 7.1 or 9.1.17, those Security Documents will have been executed and delivered to the Lenders, and those Security Documents or notices of them will have been duly registered, recorded or filed in all places and jurisdictions that the Lenders or their counsel deem appropriate, all steps will have been taken to validly create, perfect, protect and preserve the Security Interests created by those Security Documents and to provide the Facility, the Outstanding Obligations and those Security Interests with the priority contemplated by this Agreement, and the Banks (in Lenders will have received evidence satisfactory to the case Lenders or their counsel of a Request for Committed Credit Loan) the completion of those registrations, recordings and filings and the Swing Line Lender (in the case full payment of a Request all necessary registration, recording and filing fees for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanthem.

Conditions Precedent to All Loans. The obligation obligations of the Banks (i) Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or Loans and (ii) the Swing Line Lender Issuing Bank to issue Letters of Credit, are each subject to the further conditions precedent that: (a) no Default or Event of Default shall have received a Request for Swing Line exist as of the date of the making of such Loan from or date of issuance of such Borrower as required by Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 3.03(a) hereof; 2.16. would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by Requisite Lenders in accordance with all the provisions of Section 13.7.; (c) in the case of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making borrowing of the Loan shall not contravene any law, regulation, decree or order binding on such BorrowerRevolving Loans, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Administrative Agent shall have occurred and be continuing. Each Borrowing Request made by received a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (timely Notice of Borrowing, or in the case of a Request for Committed Credit Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing and (d) and the Swing Line Lender (in the case of the issuance of a Request for Swing Line Letter of Credit or the making of a Swingline Loan) that all , no Lender shall be a Defaulting Lender or Potential Defaulting Lender; provided, however, in the case of the conditions specified issuance of a Letter of Credit, the Issuing Bank shall waive this condition precedent on behalf of itself and all Lenders if cash collateral or other credit support satisfactory to the Issuing Bank has been pledged or otherwise provided to the Administrative Agent for the benefit of the Issuing Bank in this respect of such Defaulting Lender’s or Potential Defaulting Lender’s participation in such Letter of Credit in accordance with Section 6.02 have been satisfied 2.3.(l). Each Credit Event shall constitute a certification by the Borrower to the effect set forth in all material respects by such Borrower the preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuance of such Letter of Credit contained in this Article VI. have been satisfied.

Conditions Precedent to All Loans. The obligation of Each Loan (including the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower initial Loan) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either conditions precedent that (i) the Operations Agent Closing Date shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofoccurred, or and (ii) on the Swing Line Lender Borrowing Date for such Loan, the following statements shall be true (and the SPV by accepting the amount of such Loan shall be deemed to have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;certified that): (ba) The representations and warranties of such Borrower contained in Article VII hereof shall be true Sections 3.1 and 3.2 are true, complete and correct in all material respects on and as of such date day as if they had though made on and as of such day and shall be deemed to have been made on such date day (except to the extent for any such representation and warranty that such representations and warranties is expressly relate to made as of an earlier date or are affected by the consummation of transactions permitted under this Agreementdate);, (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (eb) After giving effect to such Loan, there is no Borrowing Base Deficit, (c) The Facility Agent shall have received (i) a Borrowing Request and (ii) a Borrowing Base Certificate as provided in Section 2.2, (d) Neither the Loans Amortization Date nor the Termination Date has occurred, (e) No Termination Event or Potential Termination Event exists, (f) No Law, rule or regulation shall prohibit, and no order, judgment or decree of any Official Body shall prohibit or enjoin, the making of such Loan by any Lender in accordance with the provisions hereof or any other transaction contemplated herein, (g) With respect to be made on any Pool Receivables that are being purchased pursuant to the First Tier Agreement with the proceeds of such date Loan, the Facility Agent shall have received evidence satisfactory to such Borrower, no Default the Facility Agent that Collections with respect to such BorrowerPool Receivables that were received after the Cut-Off Date will be deposited into the Collection Account on the Borrowing Date, and (h) The SPV shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by in compliance with Section 5.3 hereof at such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loantime.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 6.1, the obligations of Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.11 would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a BorrowerLoans (other than the initial Term B Loans, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within Term B-3 Loans, the sole discretion of Term B-4 Loans, the Swing Line Lender)Term B-5 Loans, the 2016-1 Term B-4 Loans, the 2016-1 Term B-5 Loans, the Term B-6 Loans, the 2016-2 Term B-4 Loans, the 2016-2 Term B-5 Loans, the 2016-1 Term B-6 Loans, the 2017-1 Term B-4 Loans, the 2017-1 Term B-5 Loans, the 2017-1 Term B-6 Loans and the 2018 Term B-7 Loans) is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan of each of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Financing Agreements shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions permitted under this Agreementsuch earlier date); (cb) Such Borrower no event shall have occurred and no condition shall exist that has or may be in compliance in all material respects with all of the terms and provisions set forth herein on its part reasonably be likely to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Bankshave a Material Adverse Effect; and (ec) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall exist or have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanmaking of such Loan and after giving effect thereto. Notwithstanding anything in this Section 4.2 and in Section 2.8 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loan shall be (i) the conditions precedent set forth in the related Incremental Amendment, (ii) that the Specified Representations and the Specified Acquisition Agreement Representations with respect to the Target of such Permitted Acquisition or Investment permitted hereunder shall be true and correct and (iii) no Event of Default under Section 11.1(a)(i), (a)(ii), (g) or (h) shall have occurred and be continuing or would result therefrom.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two Business Days prior to the date of such Loan (other than the Initial Loan, in which case such items shall be dated within two days prior to the date of such Initial Loan) and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the amount of such Loan (if it is a Class A Loan) and all Loans Outstanding that are affected by Class A Loans does not exceed the consummation Class A Borrowing Base and the amount of transactions permitted under this Agreementsuch Loan and the aggregate amount of all Loans Outstanding does not exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (dv) The no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Lenders in accordance with the provisions hereof; (vi) no Level I Trigger Event shall have occurred or be continuing, both before and after giving effect to the proposed Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banksand pledge of Collateral; and (evii) After giving effect on and as of such date, the Credit Facility or Liquidity Facility provided to the Loans to be made on such date to such Borrower, no Default Conduit Lender in the Credit Suisse Lender Group with respect to such Borrower, the Class A Note is rated at least “AA” and the Credit Facility or Liquidity Facility provided to the Conduit Lender in the Credit Suisse Lender Group with respect to the Class B Note is rated at least “A(high)” by DBRS Morningstar. (c) The Borrower shall have occurred and be continuing. Each Borrowing Request made by a deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The Borrower shall constitute a representation be in compliance with Section 6.03 and warranty by such Borrower to the Operations Agent and the Banks with all requirements of any Hedging Agreement required thereby. (in the case of a Request for Committed Credit Loane) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require.

Conditions Precedent to All Loans. The obligation of the Banks each Bank to make any Committed Credit each Loan (including the Loans referred to a Borrowerin Section 2.22 and, and/or in the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion case of the Swing Line Lender)Bank, is any Swing Line Loan) shall be subject to the further conditions precedent that (except as hereinafter provided) on the date of such Loan: (1) The following conditionsstatements shall be true and the Agent shall have received a certificate, substantially in the form of the certificate attached hereto as EXHIBIT G, signed by a duly authorized officer of the Borrower dated the date of such Loan, stating that: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true IV of this Agreement, are correct on and as of the date of such Loan as though made on and as of such date as if they had been made on such date (except to the extent that any such representations and warranties expressly representation or warranty is stated to relate solely to an earlier date date, in which case such representation or are affected by the consummation warranty is correct as of transactions permitted under this Agreement)such earlier date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Loan; and (c) Such Borrower shall be in compliance in all material respects with all of Upon the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan requested Loans, the aggregate outstanding amount of Permitted Senior Debt shall not contravene any law, regulation, decree or order binding on such Borrower, exceed the Operations Agent, Borrowing Base as of the Swing Line Lender or the Banksmost recent Inventory Valuation Date; and (e2) After giving effect The Agent shall have received such other approvals, opinions, or documents as any Bank through the Agent may reasonably request; and (3) Such other and further documents as any Bank or its counsel may have reasonably requested. All matters incident to the Loans to making of such Loan shall be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower reasonably satisfactory to the Operations Agent Banks and their counsel. Notwithstanding the Banks (foregoing, in the case of a Request Loan (provided for Committed Credit Loanin Section 2.21(d)) and the Swing Line Lender (in the case of made to repay a Request for Swing Line Loan) that all , the satisfaction of the foregoing conditions specified in this Section 6.02 have been satisfied in all material respects by with respect to such Borrower as Swing Line Loan shall constitute satisfaction of such conditions with respect to the date of Loan made on the next succeeding Business Day to repay such Swing Line Loan.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 6.1., the obligations of the Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are each subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); and (c) the Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Loan) and Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article VI. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1. and 6.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Initial Lender and any other Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the satisfaction of the following conditionsfurther conditions precedent on the date of making such Loan, both immediately prior to making the Loan and also after giving effect to the consummation thereof and the intended use of the proceeds of the Loan: (a) Either No Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Loan by the Lenders in accordance with the provisions hereof or any other transaction contemplated herein; (ib) Each Borrower, each Guarantor and all other applicable Persons shall have delivered to the Operations Administrative Agent all documents, agreements, certificates, reports and other information required to be delivered as of the date of such Loan; (c) The Borrowers shall have delivered a Notice of Borrowing and such other information and documents requested by the Administrative Agent in connection therewith, all conditions precedent and other requirements set forth in Article II of this Agreement shall have been satisfied, and the Administrative Agent shall have approved the Loan; (d) No Default, Event of Default or Material Adverse Effect shall have occurred and be continuing; (e) The Administrative Agent shall have received a Request for Committed Credit Loan Compliance Certificate from such Borrower as required by Section 2.04(aa Responsible Officer of ART and ARSR that, among other things: (i) hereofshows in detail the calculations demonstrating that, or before and after giving effect to the requested Loan, the Availability shall not be negative, (ii) states that each Borrower and each Guarantor has observed or performed all of their covenants and other agreements, and satisfied every condition, contained in this Agreement, the Swing Line Lender Loan Documents and the related documents to be observed, performed or satisfied by them, (iii) states that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iv) states that all representations and warranties contained in this Agreement, the other Loan Documents and all other documents delivered to the Administrative Agent are true and correct on and as of such day as though made on and as of such day and shall be deemed to be made on such day, and (v) states that ART is in compliance with the Financial Covenants; (f) Before and after giving effect to the requested Loan, the Availability shall not be negative; (g) The Borrowers shall have delivered to the Administrative Agent any and all documents and agreements relating to the Collateral or the Required Payments entered into since the Restatement Date, including, without limitation, Collateral Management Agreements, all documents and agreements related to or governing the payment or the right to receive payment of the CDO Management Fees, all documents relating to or governing ARSR’s right to receive payments, dividends, or distributions from ARCM, all documents relating to or governing any proposed CDO Issuance, all documents relating to any CDO Equity Distributions, and all documents and agreements related to or governing the right of a CDO Subsidiary to receive payments, dividends or distributions from a CDO Issuer in a CDO Issuance; (h) The Administrative Agent shall have received a Request for Swing Line all fees and expenses of the Administrative Agent and the Lenders and counsel to the Administrative Agent and the Lenders as contemplated by this Agreement and the Fee Letter, and the Administrative Agent and the Lenders shall have received the reasonable costs and expenses incurred by them in connection with the entering into of any Loan hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to any Loan hereunder, which amounts, at the Administrative Agent’s option, may be withheld from such Borrower as required by Section 3.03(a) hereofproceeds of any Loan hereunder; (bi) The None of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Administrative Agent resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Administrative Agent not being able to finance mortgage assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage assets, or an event or events shall have occurred resulting in the Administrative Agent not being able to sell securities backed by mortgage assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Administrative Agent or any Lender that affects (or can reasonably be expected to affect) materially and adversely the ability of the Administrative Agent or any Lender to fund its obligations under this Agreement. (j) To the extent the same were not delivered or the Collateral did not exist on the Restatement Date, the Administrative Agent shall have received with respect thereto fully executed Irrevocable Instructions satisfactory to the Administrative Agent in its discretion; (k) Both immediately prior to the requested Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by each Borrower and each Guarantor shall be true, correct and complete on and as of such Borrower contained Borrowing Date in Article VII hereof shall be true all material respects with the same force and effect as if made on and as of such date as (or, if they had any such representation or warranty is expressly stated to have been made on only as of a specific date, as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreementspecific date); (cl) Such Borrower The Borrowers and Guarantors shall be have delivered any other opinion or closing item that was, with the written consent of the Administrative Agent, not delivered on the Restatement Date; (m) Other conditions to such Loan set forth in compliance this Agreement or the other Loan Documents are satisfied; (n) [Reserved]; (o) The Borrowers shall have satisfied, in all material respects with respects, all of the terms and provisions conditions precedent set forth herein on in the Arbor Credit Documents that are applicable to the Additional Collateral and the related Collateral by virtue of Subsection 2.1(f) of this Agreement; (p) To the extent the Equity Interests in any other CDO Subsidiary (other than the Pledged CDO Subsidiaries) are pledged to the Administrative Agent after the Restatement Date, in addition to all requirements of the Administrative Agent, including such requirements as are necessary for the Administrative Agent to perfect its part security interest in the Equity Interests in such CDO Subsidiary, the Borrowers shall provide to be observed or performed on or the Administrative Agent prior to such date;pledge an Opinion of Counsel in substantially the form of the Opinion of Counsel provided pursuant to Subsection 3.1(g)(ii) of this Agreement. (dq) The making Administrative Agent shall have received all such other and further documents, reports, certifications, approvals and legal opinions as the Administrative Agent in its discretion shall reasonably require. Each request for a Loan and each acceptance by the Borrowers of the any such Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect be deemed to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all Borrowers as of the date of such Loan that the applicable conditions specified contained in this Section 6.02 Sections 3.1 and 3.2 have been satisfied in all material respects by such Borrower (as of the date of the Loanrequest for a Loan and the Borrowing Date). The failure of any Borrower or any Guarantor, as applicable, to satisfy any of the foregoing conditions precedent contained in Article III of this Agreement shall, unless such failure was expressly waived in writing by the Administrative Agent on or prior to the related Borrowing Date, give rise to a right of the Lenders, which right may be exercised at any time on the demand of the Administrative Agent, to rescind the related Loan and direct the Borrowers to pay to the Administrative Agent for the benefit of the Lenders an amount equal to the principal amount of the Loan outstanding, the accrued Interest thereon, Breakage Costs and other amounts due in connection therewith during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within including the sole discretion of the Swing Line Lender), initial Loans) is subject to the following conditionsfurther condition precedent that, both immediately prior to the making of such Loan, and also after giving effect thereto: (a) Either (i) the Operations Agent no Default or Event of Default shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofoccurred and be continuing; (b) The the representations and warranties made or deemed made by the Loan Parties in each of the Loan Documents shall be true, complete and correct in all material respects on and as of the date of the making of such Borrower contained in Article VII hereof shall be true extension of credit with the same force and effect as if made on and as of such date (or, in the case of any such representation and warranty made only as if they had been made on of a particular date, as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreementparticular date); (c) Such Borrower the Lender shall be in compliance in all material respects with all have timely received a duly executed Notice of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date;Borrowing; and (d) The making if the proceeds of such Loan are to finance an Acquisition in whole or in part, the Borrower shall have delivered to the Lender certificate prepared on a pro forma basis showing the calculation of the Borrowing Base and the Maximum Acquisition Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After Amount immediately after giving effect to the Loans such Acquisition, such calculations to be made on such date in form and detail reasonably satisfactory to such Borrower, no Default with respect to such Borrower, shall have occurred the Borrower and be continuingthe Lender. Each Borrowing Request made by a Borrower Credit Event shall constitute a representation and warranty certification by such the Borrower to the Operations Agent and the Banks (effect set forth in the case of a Request for Committed Credit Loanpreceding clauses (a) and the Swing Line Lender (in the case of a Request for Swing Line Loanb) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Lender prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event).

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan, including the initial Loans, or continue or convert a Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is further subject to the following conditions: (a) Either (i) timely receipt by the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) of the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofNotice of Borrowing; (b) The the outstanding Loans do not and, after giving effect to any requested Loan, will not exceed the limitations set forth in Sections 2.1; (c) the representations and warranties of such Borrower contained in Article VII hereof Section IV shall be true and accurate in all material respects on and as of the date of such Notice of Borrowing and on the effective date of the making, continuation or conversion of each Loan as if they had been though made on at and as of each such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreementdate); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall have occurred and be continuing. Each Borrowing Request made continuing at the time of and immediately after the making of such requested Loan; (e) the resolutions referred to in Section 3.1 shall remain in full force and effect; (f) each of the Loan Parties shall have complied in full with all covenants and conditions and the Lenders shall have received all of the documents, including without limitation the Security Documents, the Real Property Security Documents, the Acquisition Approval Documents and any other documents reasonably required by a the Lenders in connection with the making of the Loan; (g) with respect to the Acquisition Term Loan, the Borrower shall constitute have executed and delivered to the Agent the Acquisition Term Notes for each Lender; and (h) for a particular Lender, no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for that Lender, would make it illegal or against the policy of any governmental agency or authority for such Lender to make Loans under this Agreement (as the case may be). The making or continuation or conversion of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of the making or continuation of such Borrower Loan as to the Operations Agent accuracy of the facts referred to in subsection (c) of this Section 3.2 and of the Banks (in the case satisfaction of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified set forth in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan3.2.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Borrower shall have delivered to the Collateral Agent, the Administrative Agent and each Lender (i) a Funding Request in accordance with Section 2.02(a); provided, that in the case of the initial Funding Request delivered in connection with the Initial Loan, the Principal Amount of (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof Sections 5.01 and 5.03 are true and correct in all material respects (except if such representation or warranty is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or are affected would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the amount of all Loans Outstanding does not exceed the Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (iv) on and as of each such date, the Borrower, the Borrower Loan Trustee, the Servicer, each Subservicer and each Originator each has performed all of the agreements contained in this Agreement and the other Basic Documents to be performed by it at or prior to such date; (v) [reserved]; and (vi) no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority, in each case, applicable or binding upon the Borrower, shall prohibit or enjoin, the making of such Loans by the consummation of transactions permitted under this Agreement);Lenders in accordance with the provisions hereof. (c) Such The Borrower shall have deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan (including by the Borrower instructing the Administrative Agent to remit proceeds of the related Loan to the Reserve Account). (d) The Borrower shall be in compliance in all material respects with Section 6.03 and with all requirements of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; andHedging Agreement required thereby. (e) After giving effect to On the Loans to be made on date of such date to transaction, the Administrative Agent shall have received such Borrowerother approvals, no Default opinions, information or documents as the Administrative Agent may reasonably require. (f) Other than with respect to such Borrowerthe initial Funding Date, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower the Image File Custodian has delivered to the Operations Agent Administrative Agent, the Servicer and the Banks (in the case of each Lender a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all copy of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as related Certificate of the date of the Loan.Receipt. ARTICLE

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 5.1, the obligations of Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are each subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Section 5.1 and Section 5.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the satisfaction of the following conditions:conditions precedent (or the waiver thereof): (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Loan Request for Swing Line Loan from such Borrower as required in the manner contemplated by Section 3.03(a) hereof2.1; (b) The the representations and warranties of such the Borrower contained in Article VII hereof this Agreement, and of the Guarantor contained in the Guaranty, and those otherwise made in writing by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement shall be correct in all material respects at the time of such Loan (or if stated to have been made solely as of an earlier date, shall have been true on and correct as of such date as if they had been made on date), and at the time of such date (except to Loan, no Event of Default or Default shall have occurred and be continuing or might result from the extent that making of such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement)Loan; (c) Such the Lender shall have received written confirmation from the Manufacturer at least two Business Days prior to the proposed date of such Loan, that the Borrower shall have made to the Manufacturer all payments (other than the Financed Advance Payment due on the proposed date of such Loan) required to be made in compliance in all material respects with all respect of the terms and provisions set forth herein on its part Aircraft to be observed or performed on or prior to which such dateLoan relates; (d) The making of the Loan Lender shall not contravene have received a direction from the Guarantor not to make any law, regulation, decree or order binding on such Borrower, further Loan under this Agreement because an "Event of Default" under the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Reimbursement Agreement shall have occurred and be continuing. Each Borrowing Request made by ; (e) there shall not have occurred any event or circumstance that has or could reasonably be expected to have, a Borrower Material Adverse Effect; and (f) there shall constitute a representation and warranty by such Borrower not have occurred any event, condition or circumstance that results in: (i) the Manufacturer ceasing to provide, or terminating its commitment to provide, any financing to the Operations Agent Borrower with respect to the Borrower's order of Aircraft under the Purchase Agreement; or (ii) the cancellation, termination or assignment of the Purchase Agreement (except (A) an assignment (x) as collateral under the Security Agreement, (y) in connection with a merger or consolidation permitted under the Transaction Documents or (z) with respect to any Aircraft which has been delivered under the Purchase Agreement and as to which the Banks Loans and other amounts due under this Loan Agreement have been paid in full and (B) a termination of the Purchase Agreement with respect to an Aircraft pursuant to Article 7 of the AGTA (as defined in the case Purchase Agreement) if the principal of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that accrued interest, if any, on all of the conditions specified in this Section 6.02 Loans relating to such Aircraft shall have been satisfied in all material respects by paid not later than 10 days after such Borrower as of the date of the Loantermination).

Conditions Precedent to All Loans. The In addition to satisfaction or waiver of the conditions precedent contained in Section 5.1., the obligation of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from date of the making of such Borrower as required by Section 2.04(a) hereof, Loans or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; and (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loans with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted hereunder. Each Credit Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loans are made that all conditions to the making of such Loans contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: further conditions precedent that: (a) Either (i) the Operations Agent no Default or Event of Default shall have received a Request for Committed Credit occurred and be continuing as of the date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties of such made or deemed made by the Borrower contained and each Subsidiary in Article VII hereof the Loan Documents to which any is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions such earlier date) and except for changes in factual circumstances specifically and expressly permitted under this Agreement); hereunder; (c) Such Borrower the Agent shall be in compliance in all material respects with all have received a timely Notice of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; Borrowing; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loanborrowing of Loans in excess of $20,000,000 in aggregate principal amount, the Borrower shall have delivered to the Agent a Compliance Certificate and a Collateral Pool Certificate evidencing continued compliance with the applicable terms of this Agreement; and (e) and the Swing Line Lender (Borrower shall have provided evidence satisfactory to the Agent that the Borrower will be able to continue to be in compliance with the requirements of the last sentence of Section 10.2. after giving effect to such Loans. The making of each Loan shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the giving of notice relating to such Loan and, unless the Borrower otherwise notifies the Agent prior to the date of the making of such Loan, as of the date of the making of such Loan). In addition, the Borrower shall be deemed to have represented to the Agent and the Lender at the time such Loan is made that all conditions to the making of such Loan contained in Article VI. have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Agent and Lenders to make fund any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to satisfaction or waiver on or before any such funding of the following conditions:conditions precedent: ​ (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such date extension of credit, as if they had been though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and (b) no Default and no Event of Default shall exist or have occurred and be continuing on and as of the date or are affected by of, and immediately after giving effect to, the consummation making of transactions permitted under this Agreement);such Loan. (c) Such Borrower Agent shall be in compliance in all material respects with all have received the Warrant Agreement(s) evidencing the Warrants issuable to the Agent or its designee on completion of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date;applicable Delayed Draw Term Loan, executed by the Parent. (d) The making If required for listing of the common shares underlying the Warrants, Agent shall have received a copy of a letter from the relevant stock exchange granting such approvals (or conditional approvals, as the case may be) as are required for the issuance of the Warrants pursuant to the Warrant Agreement, and the common shares of the Parent issuable on due exercise of the Warrants. ​ The request and acceptance by Borrower Representative or any Borrower of the proceeds of any Loan shall not contravene any lawbe deemed to constitute, regulationas of the date thereof, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (ei) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Parent and each Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.2 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Credit Party of the date granting and continuance of the LoanAgent's Liens and security interests, on behalf of Agent and Lenders.

Conditions Precedent to All Loans. The obligation In the case of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line each Loan hereunder and the obligation to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion issue Letters of the Swing Line Lender), is subject to the following conditionsCredit or provide Credit Support therefor: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such each Borrower contained set forth in Article VII hereof ARTICLE III or in any other Loan Document shall be true and correct in all material respects on and as of the date of such Loan with the same effect as though such representations and warranties had been made on and as of such date as if they had been made on such date (date, except to the extent that such any representations and or warranties expressly that relate to an earlier a specified date or are affected by the consummation shall only be reaffirmed as of transactions permitted under this Agreement);such date. (cb) Such At the time of each such Loan, and after giving effect to such Loan, each Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on performed, and no Event of Default or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower . (c) At the time of each such Loan and after giving effect to each such Loan, there shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (have been no material adverse change in the case condition (financial or otherwise), operations, properties or prospects of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such any Borrower as of since the date of the Financials. (d) Such Loan, when combined with Loans previously made to the Borrowers, shall not exceed the Commitment Amount. (e) All legal matters incident to such Loan and the Loan Documents shall be satisfactory to Counsel. (f) The Agent shall have received a Notice of Borrowing for the Loan and acceptance certificate and invoices required by SECTION 2.03. (g) The Collateral Agent shall have first priority Liens on all personal and real property assets that comprise or relate to each System to be funded by such Loan, shall have received collateral assignments of all material third party agreements relating to such Systems, consented to by the applicable third parties, as requested by the Collateral Agent, and shall have received evidence that all necessary Governmental Approvals for such System have been obtained. (h) The Collateral Agent shall have received copies of such lien waivers and other acknowledgments from Persons constructing the Systems, any subcontractors or vendors (including Lucent or each Additional Vendor) with respect to the construction of the Systems as the Collateral Agent may reasonably request. (i) All fees and expenses which are due and payable to the Agent and the Collateral Agent on or prior to the date of the advance of such Loan shall have been paid. (j) The Agents or the Collateral Agent, as applicable, shall have satisfactorily completed their review of any Additional Purchase Agreements, construction and maintenance contracts related to the Systems being financed with such Loan and the interconnection agreements for each System being financed with such Loan. (k) The Collateral Agent shall have obtained or waived in writing with respect to each real estate and material equipment lease, each mortgage, and each material third party agreement relating to the Systems being financed with such Loan (i) the right from the applicable lessors and mortgagees to cure all payment defaults under such leases and mortgages by making payments directly to the applicable lessors and mortgagees, as the Collateral Agent may request, (ii) landlord waivers and consents, as the Collateral Agent may require, with respect to each leased facility, and (iii) consents to collateral assignment, as the Collateral Agent may require, with respect to each such material third party agreement. (l) There shall not have occurred in the opinion of the Agents, any material adverse change in any two of the three members of Borrower's or KMC Holdings' senior management team, which shall comprise its Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. (m) If a Loan is requested to finance Aged Equipment, the Collateral Agent, if it so elects, shall have obtained an appraisal of such Aged Equipment from an appraiser selected by the Collateral Agent, which appraisal shall be satisfactory to the Collateral Agent and the cost of which shall be borne by such Borrower.

Conditions Precedent to All Loans. The Commitment and the obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make or maintain its Pro Rata Share of any Swing Line Advance or Loan hereunder and/or the Issuing Lender to consider any request for a Letter of Credit, are subject to performance by the Borrower (it being understood that any decision of all its obligations under this Agreement and to make a Swing Line Loan to a Borrower shall be within the sole discretion satisfaction of the Swing Line Lender), is subject to the following conditionsfurther conditions precedent: (a) Either (i) The fact that, immediately prior to and upon the Operations Agent making of each Loan or issuance of any Letter of Credit, no Event of Default or Default shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofoccurred and be continuing; (b) The fact that the representations and warranties of such the Borrower contained in Article VII hereof shall be 4, infra and in each of the other Financing Documents, are true and correct in all material respects on and as of such the date of each Advance, Loan or Letter of Credit except as if they had been made on such date (except altered hereafter by actions consented to or not prohibited hereunder. The Borrower's delivery of the Notes to the extent that such representations Lenders and warranties expressly relate of each Request and Letter of Credit Agreement to an earlier date or are affected the Agent shall be deemed to be a representation and warranty by the consummation Borrower as of transactions permitted under this Agreementthe date of such Advance, Loan or Letter of Credit as to the facts specified in Sections 3.1.2(a) and (b); (c) Such Borrower shall be in compliance in all material respects with all of Receipt by the terms and provisions set forth herein on its part to be observed or performed Agent on or prior to the Business Day specified in the definition of Interest Rate Election of a written Request stating the amount requested for the Loan or Advance in question and an Interest Rate Election for such dateLoan or Advance, all signed by a duly Authorized Representative of the Borrower on behalf of the Borrower; (d) The making That there exists no law or regulation by any governmental authority having jurisdiction over the Agent or any of the Lenders which would make it unlawful in any respect for such Lender to make its Pro Rata Share of the Loan shall not contravene or Advance, or purchase a participation in any lawLetter of Credit, regulationincluding, decree or order binding on such Borrowerwithout limitation, Regulations U, T, and X of the Operations Agent, Board of Governors of the Swing Line Lender or the BanksFederal Reserve System; and (e) After giving effect to No Material Adverse Effect has occurred. Section 5.1 10 of the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent Agreement ("Minimum Fixed Charge Coverage Ratio") is hereby deleted in its entirety and the Banks (following new Section 5.1.10 inserted in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan.its stead:

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that including the Initial Loans, Revolving Loans and any decision to make a Swing Line Loan to a Borrower Delayed Draw Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request to the Administrative Agent signed by the Borrower in accordance with the requirements hereof; provided, however, that solely in the case of the initial borrowing of Revolving Loans on the Amendment No. 1 Effective Date, the Borrower shall also have delivered a Voluntary Prepayment Notice to the Administrative Agent, which notice shall provide for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;prepayment of at least $200,000,000 of Initial Loans. (b) The Each of the representations and warranties of such made by the Borrower set forth in Article V hereof and the other Loan Documents (provided that the representation and warranty contained in Article VII hereof Section 5.20 shall not be made as of the date of any Borrowing to the extent such Borrowing occurs after the Closing Date) shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making of the Loan shall not contravene With respect to any law, regulation, decree or order binding on such BorrowerLoans (including Revolving Loans), the Operations AgentLTV Ratio as of such date, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date date, shall be equal to or less than the Initial LTV Level. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such Lender hereunder, duly executed by a Responsible Officer (in each case, unless such Lender has confirmed that it does not require either such form). (f) The Calculation Agent shall have received confirmation from the Custodian that (i) if a Collateral Reallocation Instruction has been delivered to the Custodian, the reallocation described therein has been completed, and (ii) after giving effect to the making of such Loans, each Applicable Lender has its Ratable Share of each type of Collateral in its Collateral Accounts. (g) No Mandatory Prepayment Event shall have occurred within the preceding two (2) Business Days prior to such Borrowing, and no Mandatory Prepayment Notice shall have been delivered to the Borrower, no Default . (h) Solely with respect to the Funding Date and subject to Section 10.04(a), the Borrower shall have provided evidence reasonably satisfactory to the Administrative Agent that all reasonable, documented and out-of-pocket fees, charges and disbursements of counsel to the Initial Loan Lenders and the Agents, to the extent invoiced two (2) Business Days prior to the Funding Date, plus such additional amounts of such reasonable, documented and out-of-pocket fees, charges and disbursements as shall constitute a reasonable estimate of such reasonable, documented and out-of-pocket fees, charges and disbursements incurred or to be incurred by the Agents and such Initial Loan Lenders through the funding proceedings shall be paid substantially concurrently with the funding of the Initial Loans (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower, such Initial Loan Lenders and the Agents). (i) Solely with respect to the Funding Date, the Borrower shall have occurred provided evidence reasonably satisfactory to the Administrative Agent that the fees payable to the Administrative Agent, Calculation Agent and the Lenders pursuant to Section 2.06 shall be continuingpaid substantially concurrently with the funding of the Initial Loans. (j) Solely with respect to the Funding Date, receipt by the Administrative Agent of an executed Compliance Certificate attaching the Borrower Financial Statements, which shall be original or electronic image scans (e.g., “pdf”) unless otherwise specified, properly executed by a Responsible Officer, dated the Funding Date and in form and substance satisfactory to the Administrative Agent. (k) Solely in the case of the initial borrowing of Revolving Loans on the Amendment No. 1 Effective Date, the Borrower shall borrow $200,000,000 of Revolving Loans, the gross proceeds of which shall be applied by the Revolving Lenders to prepay the Initial Loans. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely for the Initial Loan Borrowings on the Funding Date) and Section 4.02 (with the exception of Section 4.02(f)), as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation In the case of the Banks to make any Committed Credit each --------------------------------- Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionshereunder: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such each Borrower contained set forth in Article VII hereof III or in any other Loan Document shall be true and correct in all ----------- material respects on and as of the date of such Loan with the same effect as though such representations and warranties had been made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement);date. (cb) Such At the time of each such Loan, and after giving effect to such Loan, each Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on performed, and no Event of Default or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower . (c) At the time of each such Loan and after giving effect to each such Loan, there shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (have been no material adverse change in the case condition (financial or otherwise), operations, properties or prospects of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such any Borrower as of since the date of the Financials. (d) Such Loan, when combined with Loans previously made to the Borrowers, shall not exceed the Commitment Amount. (e) All legal matters incident to such Loan and the Loan Documents shall be satisfactory to counsel for the Administrative Agent and the Collateral Agent. (f) The Agent shall have received a Notice of Borrowing for the Loan and acceptance certificate and invoices required by Section 2.03. ------------ (g) The Collateral Agent shall have first priority Liens on all personal and real property assets that comprise or relate to each System to be funded by such Loan, shall have received collateral assignments of all material third party agreements relating to such Systems, consented to by the applicable third parties, as requested by the Collateral Agent, and shall have received evidence that all necessary Governmental Approvals for such System have been obtained. (h) The Collateral Agent shall have received copies of such lien waivers and other acknowledgments from Persons constructing the Systems, any subcontractors or vendors (including Lucent) with respect to the construction of the Systems as the Collateral Agent may reasonably request. (i) All fees and expenses which are due and payable to the Administrative Agent on or prior to the date of the advance of such Loan shall have been paid. (j) The Lenders shall have satisfactorily completed their review of any construction and maintenance contracts related to the Systems being financed with such Loan and the interconnection agreements for each System being financed with such Loan. (k) The Collateral Agent shall have obtained or waived in writing with respect to each real estate and material equipment lease, each mortgage, and each material third party agreement relating to the Systems being financed with such Loan (i) the right from the applicable lessors and mortgagees to cure all payment defaults under such leases and mortgages by making payments directly to the applicable lessors and mortgagees, (ii) landlord waivers and consents (or such other documentation described in Section 5.22), as the Collateral Agent may ------------ require, with respect to each leased facility, and (iii) consents to collateral assignment, as the Collateral Agent may require, with respect to each such material third party agreement. (l) If the use of the Loan proceeds are for purposes of financing a particular System for the first time, the Collateral Agent shall have received copies of all interconnection agreements, right of way agreements, easement agreements, real property leases, construction agreements, equipment purchase agreements, fiber leases, telephone line leases, state and local franchise agreements and other agreements with municipalities, that in each case relate to such System.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is all subject to the following conditions: further condition precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of the terms such earlier date) and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of except for changes in factual circumstances not prohibited under the Loan shall not contravene any lawDocuments, regulation, decree or order binding on such Borrower, and (c) the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Administrative Agent shall have occurred and be continuingreceived a timely Notice of Borrowing. Each Borrowing Request made by a Borrower Credit Event shall constitute a representation and warranty certification by such the Borrower to the Operations Agent and the Banks (effect set forth in the case of a Request for Committed Credit Loan) and the Swing Line Lender preceding sentence (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to LEGAL02/36006473v7 have represented to the Administrative Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of such Credit Event contained in Article V. have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Agent and Lenders to make fund any Committed Credit Loan Loan, and to a Borrower, and/or the Swing Line Lender issue or cause to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion issued each initial Letter of the Swing Line Lender)Credit, is subject to satisfaction or waiver on or before any such funding or issuance of the following conditionsconditions precedent: (a) Either In the case of a Revolving Loan, receipt by Agent of a Notice of Borrowing in the form of Exhibit E hereto (ithe “Notice of Borrowing”) signed by the Operations Agent shall have received Chief Financial Officer or Vice President of Finance on behalf of the Borrowers, together with a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) calculation of the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofBorrowing Base; (b) The All representations and warranties of such Borrower contained herein and in Article VII hereof the Loan Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of such the date as if they had been made on such date (of the making of each extension of credit and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been so true and correct on and as of transactions permitted under this Agreementsuch earlier date);; and (c) Such Borrower shall be in compliance in all material respects with all No Event of the terms Default and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such BorrowerDefault, shall exist or have occurred and be continuingcontinuing on and as of the date of, and after giving effect to, the making of such Loan or issuance of such Letter of Credit. Each Borrowing Request made The request and acceptance by a Borrower of the proceeds of any Loan and issuance of each Letter of Credit shall constitute be deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed each Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) Party that all of the conditions specified in this Section 6.02 17.02 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Credit Party of the date granting and continuance of the LoanAgent’s Liens and security interests, on behalf of Agent and Lenders.

Conditions Precedent to All Loans. The obligation of Each Loan (including the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower initial Loan) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either conditions precedent that (i) the Operations Agent Closing Date shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofoccurred, or and (ii) on the Swing Line Lender Borrowing Date for such Loan, the following statements shall be true (and the SPV by accepting the amount of such Loan shall be deemed to have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;certified that): (ba) The representations and warranties of such Borrower contained in Article VII hereof shall be true Sections 3.1 and 3.2 are true, complete and correct in all material respects on and as of such date day as if they had though made on and as of such day and shall be deemed to have been made on such date day (except to the extent for any such representation and warranty that such representations and warranties is expressly relate to made as of an earlier date or are affected by the consummation of transactions permitted under this Agreementdate);, (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (eb) After giving effect to such Loan, there is no Borrowing Base Deficit, (c) The Facility Agent shall have received (i) a Borrowing Request and (ii) a Borrowing Base Certificate as provided in Section 2.2, (d) Neither the Loans Amortization Date nor the Termination Date has occurred, (e) No Termination Event or Potential Termination Event exists, and (f) No Law, rule or regulation shall prohibit, and no order, judgment or decree of any Official Body shall prohibit or enjoin, the making of such Loan by any Lender in accordance with the provisions hereof or any other transaction contemplated herein. (g) With respect to be made on any Pool Receivables that are being purchased pursuant to the First Tier Agreement with the proceeds of such date Loan, evidence satisfactory to such Borrower, no Default the Facility Agent that Collections with respect to such Borrower, shall have occurred and Pool Receivables that were received after the Cut-Off Date will be continuing. Each deposited into the Collection Account on the Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the LoanDate.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: further condition precedent that: (a) Either (i) the Operations Agent Lender shall have received a Request for Committed Credit Loan from such Borrower as be satisfied that the Loans and the use of proceeds thereof comply in all respects with Regulation U and to the extent required by Section 2.04(a) hereofRegulation U, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan copy of either (i) FR Form U-1, duly executed and delivered by the Borrower, in form acceptable to the Lender or (ii) a current list of the assets of the Borrower (including all “margin stock” (as defined in Regulation U) from such Borrower as required by the Borrower), in form acceptable to the Lender and in compliance with Section 3.03(a221.3(c)(2) hereof; of Regulation U; (b) The the Lender shall have received the statements and reports required pursuant to Article VIII.(b) in connection with the request for a Loan, (c) the Lender shall have received a certificate setting forth the Net Asset Value in accordance with Article VIII. (c), (d) no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; and (e) the representations and warranties of such made or deemed made by the Borrower contained in Article VII hereof the Loan Documents to which it is a party, shall be true and correct on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms which case such representations and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, warranties shall have occurred been true and be continuingaccurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Borrowing Request made by a Borrower Credit Event shall constitute a representation and warranty certification by such the Borrower to the Operations Agent and the Banks (effect set forth in the case of a Request for Committed Credit Loan) and the Swing Line Lender preceding sentence (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Lender prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Borrower shall be deemed to have represented to the Lender at the time such Loan is made that all conditions to the occurrence of such Credit Event contained in Article V. have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line each Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within including, in the sole discretion case of the Swing Line Lender), is any Swing Line Loan) shall be subject to the further conditions precedent that (except as hereinafter provided) on the date of such Loan: (1) The following conditionsstatements shall be true and the Agent shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the date of such Loan, stating that: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true IV of this Agreement are correct on and as of the date of such Loan as though made on and as of such date as if they had been made on such date (except to the extent that any such representations and warranties expressly representation or warranty is stated to relate solely to an earlier date date, in which case such representation or are affected by the consummation warranty is correct as of transactions permitted under this Agreement)such earlier date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Loan; and (c) Such Borrower shall be in compliance in all material respects with all of If applicable under Section 7.03, upon the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan requested Loans, the aggregate outstanding amount of Borrowing Base Debt shall not contravene any law, regulation, decree or order binding on such Borrower, exceed the Operations Agent, Borrowing Base as of the Swing Line Lender or the Banksmost recent Inventory Valuation Date; and (e2) After giving effect The Agent shall have received such other approvals, opinions, or documents as any Lender through the Agent may reasonably request; and (3) Such further documents as any Lender or its counsel may have reasonably requested. All matters incident to the Loans to making of such Loan shall be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower reasonably satisfactory to the Operations Agent Lenders and their counsel. Notwithstanding the Banks (foregoing, in the case of a Request Loan (provided for Committed Credit Loanin Section 2.21(d)) and the Swing Line Lender (in the case of made to repay a Request for Swing Line Loan) that all , the satisfaction of the foregoing conditions specified in this Section 6.02 have been satisfied in all material respects by with respect to such Borrower as Swing Line Loan shall constitute satisfaction of such conditions with respect to the date of Loan made on the next succeeding Business Day to repay such Swing Line Loan.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 6.1, the obligations of Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.11 would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented DB1/ 113000430.10 to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of Without limiting the Banks Lender’s sole discretion whether to make any Committed Credit Loan hereunder, the making of each Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower including the initial Loan) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsfurther conditions precedent that on the date of such Loan and after giving effect thereto: (a) Either (i) Each of the Operations Agent representations and warranties contained in Article III hereof and in the Security Agreement shall have received a Request for Committed Credit be true and correct on and as of the date of such Loan from as though made on and as of such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereofdate; (b) The representations Lender shall have received such other approvals, opinions and warranties of such Borrower contained in Article VII hereof shall be true on and documents as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement)Lender may reasonably request; (c) Such The Borrower shall be in compliance in all material respects with all of the terms covenants, promises and provisions undertakings set forth herein on and in the other Loan Documents, except where any noncompliance would not have a material adverse effect upon the business or financial condition of the Borrower or its part ability to be observed or performed on or prior to such daterepay the Loans in accordance with the terms of this Agreement; (d) The making aggregate principal amount of the Loan Loans outstanding, both immediately prior to and after giving effect to such Loan, shall not contravene any law, regulation, decree exceed the lesser of (1) the difference between the margin required by the Broker pursuant to the Futures Agreement and the combined RBMA advised by the Broker to the Lender and accepted by the Lender; or order binding on such Borrower, (2) the Operations Agent, the Swing Line Lender or the Banks; andUncommitted Credit Line; (e) After No Event of Default, and no condition, event or act which with the giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrowerof notice or lapse of time or both would constitute an Event of Default, shall have occurred and be continuing. Each Borrowing Request made by a Borrower ; (f) The Borrower, or Broker acting at Borrower’s request, shall constitute a representation and warranty by such Borrower have requested the Loan in accordance with Section 1.2 (a) hereof; and (g) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line enjoin or restrain Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of from making the Loan.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, date of the making of the Loans or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of the Loans with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder. Each Credit Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for the Loans set forth in Section 5.1. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make --------------------------------- each Loan, and to consider applications for Letters of Credit, including the initial Loan and any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion initial applications for Letters of the Swing Line Lender)Credit, is further subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof IV shall be true and accurate in all material respects on and as of such the effective date of each Loan or Letter of Credit as if they had been though made on at and as of each such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreementdate); (c) Such Borrower shall be in compliance in all material respects with all of the terms , and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall have occurred and be continuing. Each Borrowing Request made by a , or would result from such Loan or Letter of Credit; (b) the resolutions referred to in Section 3.1.10 shall remain in full force and effect; (c) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for Lender, would make it illegal or against the policy of any governmental agency or authority for Lender to make Loans hereunder; and (d) Borrower shall have provided Lender with each of the items set forth in any "post-closing" side letter dated the date hereof within thirty (30) days of the date hereof, or such other time as may be set forth in such letter. Unless waived in writing by Lender, Borrower's failure to fully satisfy each of the conditions subsequent set forth in said letter within the aforesaid time periods, shall constitute a Default under Section 8.1(c) of this Agreement. The making of each Loan and issuance of each Letter of Credit shall be deemed to be a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of on the date of such Loan or Letter of Credit as to the Loanaccuracy of the facts referred to in subsection (a) of this Section 3.2.

Conditions Precedent to All Loans. The obligation obligations of the Banks (i) Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or Loans and (ii) the Swing Line Lender Issuing Bank to issue Letters of Credit, are each subject to the further conditions precedent that: (a) no Default or Event of Default shall have received a Request for Swing Line exist as of the date of the making of such Loan from or date of issuance of such Borrower as required by Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 3.03(a) hereof; 2.16. would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by Requisite Lenders in accordance with all the provisions of Section 13.7.; and (c) in the case of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making borrowing of the Loan shall not contravene any law, regulation, decree or order binding on such BorrowerRevolving Loans, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Administrative Agent shall have occurred and be continuing. Each Borrowing Request made by received a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (timely Notice of Borrowing, or in the case of a Request for Committed Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing. Each Credit Loan) and Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuance of such Letter of Credit contained in Section 6.1., solely in the case of the initial Loans made or Letter of Credit issued hereunder, whichever occurs first, and in this Section, in the case of the making of all Loans and the issuance of all Letters of Credit, have been satisfied.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; and (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Swing Line Lender (applicable Lenders in accordance with the provisions of Section 13.6. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of a Request for Swing Line Loan) that all the initial Loan made hereunder, and in this Section, in the case of the conditions specified in this Section 6.02 making of all Loans have been satisfied or waived. Unless set forth in all material respects writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Borrower as Lender to the Administrative Agent for the benefit of the date Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of the Loanthis Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 6.1., the obligations of the Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or date of issuance, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.16. would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1. and 6.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that including the Initial Loans, the Revolving Loans and any decision to make a Swing Line Loan to a Borrower Additional Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request for Committed Credit Loan from such to the Administrative Agent signed by the Borrower as required by Section 2.04(a) in accordance with the requirements hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;. (b) The Each of the representations and warranties of such made by the Borrower set forth in Article V hereof and the other Loan Documents (provided that the representation and warranty contained in Article VII hereof Section 5.20 shall not be made as of the date of any Borrowing to the extent such Borrowing occurs after the Closing Date) shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making LTV Ratio as of the Loan shall not contravene any lawsuch date, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date date, shall be equal to or less than the Initial LTV Level. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such BorrowerLender hereunder, no Default with respect duly executed by a Responsible Officer (in each case, unless such Xxxxxx has confirmed that it does not require either such form). (f) The Calculation Agent shall have received confirmation from the Custodian that (i) if a Collateral Reallocation Instruction has been delivered to the Custodian, the reallocation described therein has been completed, and (ii) after giving effect to the making of such BorrowerLoans, each Applicable Lender has its Ratable Share of each type of Collateral in its Collateral Accounts (it being understood that, for this purpose, the November 2022 Restricted Pledged Shares, the Existing Unrestricted Pledged Shares and any other Pledged Shares required to be held in separate Collateral Accounts shall be treated as a separate “type of Pledged Shares” from other Pledged Shares). (g) No Mandatory Prepayment Event shall have occurred within the preceding two (2) Business Days prior to such Borrowing, and be continuingno Mandatory Prepayment Notice shall have been delivered to the Borrower. (h) With respect to the funding of any Loans made after the Closing Date, the Cheetah Payoff and the Kodiak Payoff shall have occurred. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely with respect to the Original Initial Loans borrowed ​ by the Borrower on the Closing Date) and Section 4.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.11. would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder and (c) in the case of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making borrowing of the Loan shall not contravene any law, regulation, decree or order binding on such BorrowerRevolving Loans, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Administrative Agent shall have occurred and be continuing. Each Borrowing Request made by received a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (timely Notice of Borrowing, or in the case of a Request for Committed Credit Swingline Loan) and , the Swing Line Swingline Lender (shall have received a timely Notice of Swingline Borrowing. The making of each Loan shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the giving of notice relating to such Loan and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Loan, as of the date of such Loan is made). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 6.1, the obligations of Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), Loans is subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.11 would occur after giving effect thereto; (b) The the representations and warranties (other than in the case of such a reborrowing pursuant to Section 2.5(b), the representations and warranties set forth in Section 7.1(e) and (h)) made or deemed made by the Borrower contained and each other Loan Party in Article VII hereof the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Bank to make any Committed Credit each Loan to a Borrowerunder this Agreement (including, and/or without limitation, the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower initial Loan) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsfurther conditions precedent that, on the date of each such Loan: (a) Either The following statements shall be true: (i1) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such each Borrower contained in Article VII hereof shall be true this Agreement and the other Credit Documents are correct in all material respects on and as of the date of such date Loan as if they had been though made on and as of such date (except to the extent that any such representations representation or warranty is expressly made as of a specific earlier date, in which case it shall only have to have been correct as of such earlier date), and warranties expressly relate (2) there exists no Default or Event of Default as of such date, nor would any Default or Event of Default result from the making of the Loan requested by a Borrower; (b) The Borrowers shall have signed and sent to an earlier date or are affected by the consummation Bank, if the Bank so requests, a request for advance, setting forth in writing the amount of transactions permitted under the Loan requested and the other information required pursuant to this Agreement);; provided, however, that the foregoing condition precedent shall not prevent the Bank, if it so elects in its sole discretion, from making a Loan pursuant to a Borrower’s non-written request therefor; and (c) Such The Bank shall have received such other approvals, opinions or documents as it may reasonably request. Each Borrower agrees that the making of a request by such Borrower for a Revolving Credit Loan or an Equipment Loan, whether in writing, by telephone or otherwise, shall be constitute a certification by the Borrowers that all representations and warranties of the Borrowers in compliance the Credit Documents are true in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date thereof (except to the extent any such representation or warranty is expressly made as of a specific earlier date, in which case it shall only have to have been correct as of such earlier date) and that all required conditions to the Loanmaking of such Loan have been met.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make advance any Swing Line Loan Tranche hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the satisfaction (or waiver by the Lender in its sole discretion) of the following conditionsconditions precedent on the date of making such Loan: (a) Either The Lender or its counsel shall have received the following, in form and substance as shall be satisfactory to the Lender: (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required Specific Security Deed, duly executed by Section 2.04(a) hereofthe Borrower, in favor of the Lender, together with any other instruments, notarizations thereof, notices with respect thereto, determined by the Lender, acting reasonably (including an escrow deed relating to the Borrower’s shares in Anatolia Uranium Pty Ltd), to be necessary or desirable to establish, maintain and perfect the Liens established pursuant to the Specific Security Deed; (ii) to the Swing Line extent not specifically referenced, each other Loan Document, duly executed by the Borrower; (iii) a draw request as described in Section 2.2(a); (iv) all things (including documents) determined by the Lender shall have received a Request for Swing Line to be necessary or desirable to register each Loan from such Borrower Document in each relevant jurisdiction and evidence of the registration on the Personal Property Securities Register of each financing statement (as defined in the PPSA) required by Section 3.03(athe Lender to perfect any Lien created under the Loan Documents; (v) hereofif not already paid, sufficient same day funds to enable the payment of any Taxes chargeable on the Loan Documents, together with all things (including documents) necessary to pay those Taxes; (vi) Share certificates for all issued shares in Anatolia Uranium Pty Ltd which are subject to the Specific Security Deed together with signed blank share transfer forms (being blank as to date, transferee and number of shares) and a certified copy of its share register; (vii) a certified copy of the constitution of Anatolia Uranium Pty Ltd; and (viii) duly completed and executed discharges and releases, in registrable form, of any Lien (other than a Permitted Lien) existing over property and assets the subject of the Specific Security Deed. (b) The representations and warranties of such made by the Borrower herein, in the Specific Security Deed or which are contained in Article VII hereof any certificate furnished at any time under or in connection herewith shall be true and correct on and as of the date of such Loan as if made on and as of such date as if they had been made on such date (date, except to the extent that such for representations and warranties expressly stated to relate to an a specific earlier date or are affected by the consummation of transactions permitted under this Agreement)date; (c) Such Borrower No Default or Event of Default shall have occurred and be in compliance in all material respects with all of the terms and provisions set forth herein continuing on its part to be observed such date or performed on or prior after giving effect to such dateLoan; (d) The Immediately after giving effect to the making of any Tranche of the Loan (and the application of the proceeds thereof), the aggregate sum of all outstanding Tranches shall not contravene exceed the respective Commitments; (e) There shall not exist any lawlitigation, regulationinvestigation, decree bankruptcy or insolvency, injunction, order binding on such Borroweror claim affecting or relating to the Borrower or any of its Subsidiaries, which has had, or could reasonably be expected to have, a Material Adverse Effect, or which could reasonably be expected to affect the Operations Agentlegality, validity or enforceability of this Agreement or any other Loan Document, that has not been settled, dismissed, vacated, discharged or terminated; (f) The Borrower shall not have suffered a Material Adverse Effect; (g) The Loan requested is advanced in accordance with the Swing Line Lender or the BanksBudget; and (eh) After giving effect to the Loans to be made on such date to such BorrowerAll conditions set forth in Section 2.1 and Section 2.2, no Default including delivery of an executed written draw request with respect to such Borrower, Tranche shall have occurred been, and be continuingshall remain, satisfied; the Borrower shall have certified the satisfaction of all such conditions precedent by its delivery of a draw request. Each Borrowing Request made by request for a Borrower Loan shall be deemed to constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of each draw request that the Loanconditions precedent applicable thereto have been, and remain, satisfied.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent contained in Section 5.1., the obligations of the Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are each subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, date of the making of the Loans or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; and (b) The the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time the Loans are made that all conditions to the making of such Loans contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its Loan on the Effective Date and its Additional Loans, if any, by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such Loans as set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks Bank to make any Committed Credit each Loan to a Borrower, and/or under this Agreement (including the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), initial Loan) is subject to the following conditionsfurther conditions precedent that, on the date of each such Loan: (a) Either The following statements must be true: (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower the Loan Parties contained in Article VII hereof shall be true this Agreement and the other Loan Documents are correct in all material respects (without duplication of any materiality qualifier) on and as of the date of such date Loan as if they had been though made on and as of such date (except to the extent that such representations representation and warranties expressly warranty is stated to relate to an a specific earlier date date, in which case, such representation and warranty shall be true and correct in all material respects (without duplication of any materiality qualifier) as of such earlier date), and (ii) there exists no Default or are affected Event of Default as of such date, nor would any Default or Event of Default result from the making of the Loan requested by the consummation Borrower; (b) The Borrower has signed and sent to the Bank, if the Bank so requests, a request for advance, setting forth in writing the amount of transactions permitted under the Loan requested and the other information required pursuant to this Agreement); provided, however, that the foregoing condition precedent will not prevent the Bank, if it so elects in its sole discretion, from making a Loan pursuant to the Borrower’s non-written request therefor; (c) Such The Borrower shall be has furnished to the Bank a completed Borrowing Base Certificate in compliance in all material respects accordance with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date;Section 6.2(e) hereof, signed by Vintage Stock; and (d) The Bank has received such other approvals, opinions or documents as it may reasonably request. The Borrower agrees that the making of a request by the Borrower for a Revolving Credit Loan, whether in writing, by telephone or otherwise, will constitute a certification by the Borrower that all representations and warranties of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (Parties in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower Loan Documents are true as of the date thereof and that all required conditions to the making of the LoanRevolving Credit Loan have been met.

Conditions Precedent to All Loans. The obligation On the date of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line each Loan hereunder to a Borrower (it being understood that and any decision to make a Swing Line Loan to a Borrower shall be within advance under the sole discretion of the Swing Line Lender), is subject to the following conditions: revolving credit facility (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such the Borrower contained in Article VII hereof Section 4 of this Agreement shall be true on and as of such date dates as if they had been made on such date dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); ; (cb) Such the Borrower shall be in compliance in with all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making dates as well as those terms and provisions the non-compliance with which could have a material adverse effect on the business or operations of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender Borrower or the BanksBank's ability to recover all Obligations; and (ec) After after giving effect to the Loans any Loan hereunder to be made on such date to such Borrowerdates, no Default Event of Default, nor any event which with respect to the giving of notice or expiration of any applicable grace period or both would constitute such Borroweran Event of Default, shall have occurred and be continuing; (d) since the date of this Agreement, there shall have been no material adverse change in the assets or liabilities or in the financial or other condition of the Borrower or any Guarantor; and (e) upon request of the Bank, the Borrower shall deliver to the Bank an officer's certificate in form satisfactory to the Bank affirming compliance with the conditions of subsection 3.2 as of such. Each Borrowing Request request for a Loan made by a the Borrower hereunder shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) Bank that all of the conditions specified in this Section 6.02 subsection 3.2 have been satisfied in all material respects by such Borrower as of the date of the each such Loan.

Conditions Precedent to All Loans. The obligation In the case of the Banks to make any Committed Credit each Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionshereunder: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such the Borrower contained set forth in Article VII hereof III or in any other Loan Document shall be true and correct in all material respects on and as of the date of such Loan with the same effect as though such representations and warranties had been made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement);date. (cb) Such At the time of each such Loan, and after giving effect to such Loan, the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on performed, and no Event of Default, nor any event which upon notice or prior to lapse of time or both would constitute such date; (d) The making an Event of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such BorrowerDefault, shall have occurred and be continuing. Each Borrowing Request . (c) At the time of each such Loan and after giving effect to each such Loan, there shall have been no material adverse change in the condition (financial or otherwise), operations, properties or prospects of the Borrower since the date of the Pro Forma. (d) Such Loan, when combined with Loans previously made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent Borrower, shall not exceed the Equipment Loan Commitment Amount or the Capital Loan Commitment Amount, as applicable. (e) All legal matters incident to such Loan and the Banks Loan Documents shall be satisfactory to counsel for Lender. (f) Lender shall have received a notice of the Capital Loan as required by Section 2.03(b) or acceptance certificate and invoices required by Section 2.02, as applicable, together with a certification by an authorized officer of the Borrower regarding representations, warranties, absence of default, and with respect to Capital Loans, use of proceeds, all as set forth on Exhibit E or F, as applicable. (g) Lender shall have received a duly executed Note by the Borrower for the amount of the Loan at least three Business Days prior to the date the Loan is requested to be made. (h) Lender shall have received satisfactory evidence from the Engineer that the project milestones set forth in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) Business Plan that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of are scheduled to be achieved prior to the date of the Loan, including, without limitation, System construction and subscriber and expense levels, have actually been achieved.

Conditions Precedent to All Loans. The In the case of each Loan hereunder, including, without limitation, the Loans made on the Term Loan Funding Date, and the obligation to issue Letters of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsor provide Credit Support therefor: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such each Borrower contained set forth in Article VII hereof III or in any other Loan Document shall be true and correct in all material respects on and as of the date of such Loan with the same effect as though such representations and warranties had been made on and as of such date as if they had been made on such date (date, except to the extent that such any representations and or warranties expressly that relate to an earlier a specified date or are affected by the consummation shall only be reaffirmed as of transactions permitted under this Agreement);such date. (cb) Such At the time of each such Loan, and after giving effect to such Loan, each Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on performed, and no Event of Default or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower . (c) At the time of each such Loan and after giving effect to each such Loan, there shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (have been no material adverse change in the case condition (financial or otherwise), operations, properties or prospects of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such any Borrower as of since the date of the Financials. (d) Such Loan, when combined with Loans previously made to the Borrowers, shall not exceed the Commitment Amount. (e) All legal matters incident to such Loan and the Loan Documents shall be satisfactory to Counsel. (f) The Agent shall have received a Notice of Borrowing for the Loan and acceptance certificate and invoices required by Section 2.03. (g) The Collateral Agent shall have first priority Liens on all personal and real property assets that comprise or relate to each System to be funded by such Loan, shall have received collateral assignments of all material third party agreements relating to such Systems, consented to by the applicable third parties, as requested by the Collateral Agent, and shall have received evidence that all necessary Governmental Approvals for such System have been obtained. (h) The Collateral Agent shall have received copies of such lien waivers and other acknowledgments from Persons constructing the Systems, any subcontractors or vendors (including Lucent or each Additional Vendor) with respect to the construction of the Systems as the Collateral Agent may reasonably request. (i) All fees and expenses which are due and payable to the Agent on or prior to the date of the advance of such Loan shall have been paid. (j) The Agents or the Collateral Agent, as applicable, shall have satisfactorily completed their review of any Additional Purchase Agreements, construction and maintenance contracts related to the Systems being financed with such Loan and the interconnection agreements for each System being financed with such Loan. (k) The Collateral Agent shall have obtained or waived in writing with respect to each real estate and material equipment lease, each mortgage, and each material third party agreement relating to the Systems being financed with such Loan (i) the right from the applicable lessors and mortgagees to cure all payment defaults under such leases and mortgages by making payments directly to the applicable lessors and mortgagees, as the Collateral Agent may request, (ii) landlord waivers and consents, as the Collateral Agent may require, with respect to each leased facility, and (iii) consents to collateral assignment, as the Collateral Agent may require, with respect to each such material third party agreement. (l) There shall not have occurred in the opinion of the Agents, any material adverse change in any two of the three members of Borrower's or KMC Holdings' senior management team, which shall comprise its Chief Executive Officer, Chief Financial Officer and Executive Vice President - Field Sales and Operations. (m) If a Loan is requested to finance Aged Equipment, the Collateral Agent, if it so elects, shall have obtained an appraisal of such Aged Equipment from an appraiser selected by the Collateral Agent, which appraisal shall be satisfactory to the Collateral Agent and the cost of which shall be borne by such Borrower.

Conditions Precedent to All Loans. The obligation No Lender shall be obligated to make its Pro Rata Share of any Loan, including the Initial Loans, if as of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsdate thereof: (a) Either (i) any representation or warranty contained in any Loan Document shall be untrue, inaccurate or incomplete in any material respect (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of the Operations Agent date of such Loan (except in the case of representations or warranties made as of a specific date in which case the representations or warranties shall have received a Request for Committed Credit Loan from be true, accurate and complete in all material respects (but in all respects if such Borrower representation or warranty is qualified by “material” or “Material Adverse Effect”) as required by Section 2.04(a) hereofof such specific date), or (ii) any Default or Event of Default has occurred and is continuing or will result from the Swing Line Lender shall making of such Loan, and in the case of clauses (i) and (ii) with respect to any advance of a Revolving Loan, Agent or Requisite Lenders have received determined not to make such Revolving Loan as a Request for Swing Line Loan from result of the fact that such Borrower representation or warranty is untrue, inaccurate or incomplete or as required by Section 3.03(a) hereofa result of that Default or Event of Default, as applicable; (b) The representations in Agent's reasonable discretion, there has been a material impairment in the general affairs, management, results of operations, financial condition or the prospect of repayment of the Obligations or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected accepted by the consummation of transactions permitted under this Agreement)Agent; (c) Such Borrower with respect to the first advance of a Revolving Loan, Agent shall be not have conducted a “field audit” in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dateaccordance Section 6.8(d); (d) The making with respect to any advance of a Revolving Loan, after giving effect to such Revolving Loan, the aggregate outstanding principal amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; (e) with respect to any advance of a Revolving Loan, Agent shall not contravene any lawhave received a Borrowing Base Certificate, regulationcertified by Borrower's president, decree chief executive officer, chief financial officer or order binding on treasurer setting forth the Borrowing Base of Borrower as at the end of the most-recently ended fiscal month or as at such Borrower, the Operations Agent, the Swing Line Lender or the Banksother date as Agent may approve; and (ef) After giving effect Agent shall not have received such other documents, agreements, instruments or information as Agent shall reasonably request. The request by Borrower and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the Loans to be made on such date to such Borrowerthereof, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute (i) a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.2 have been satisfied in all material respects and (ii) a reaffirmation by such Borrower as each Loan Party of the date granting and continuance of Agent’s Liens, on behalf of itself and the LoanLenders, securing the Obligations.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or Loans (including the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Initial Term Loan) are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. that have not been waived in accordance with the terms of this Agreement have been satisfied. Unless set forth in writing to the contrary, the making of the Initial Term Loan by each Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for the Initial Term Loan set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied as of the Initial Funding Date.

Conditions Precedent to All Loans. (a) The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower including the initial Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The Borrower shall have delivered to Administrative Agent a Borrowing Request signed by Borrower in accordance with the requirements hereof. (c) Each of the representations and warranties of such made by Borrower contained set forth in Article VII hereof IV shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance true and correct in all material respects with (except to the extent such representations and warranties are already qualified by materiality, in which case to that extent they shall be true and correct in all respects) as of the terms and provisions set forth herein on its part to be observed or performed on or prior to such earlier date;). (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, No event shall have occurred and be continuing, or would result from such Loan or from the application of proceeds therefrom, which would constitute a Default or Event of Default; provided that for purposes of this condition precedent, a Waived Performance NAV Trigger shall be deemed to be an Event of Default that is continuing until such time as the related Performance NAV Trigger is cured. (e) Immediately before and after giving effect to any Loan, Borrower will be in compliance with any borrowing limitations and no Margin Breach shall have occurred and be continuing. (f) To the extent required to comply with Regulation U, Borrower shall have delivered an amended Form FR U-1. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 3.01(solely for the initial Loans on the Closing Date), and Section 3.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan. For the avoidance of doubt, the conversion or continuation of an Interest Period or the combining of any Interest Periods shall not be considered the making of any Loan.

Conditions Precedent to All Loans. The obligation In the case of the Banks to make any Committed Credit each Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionshereunder: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such each Borrower contained set forth in Article VII hereof ARTICLE III or in any other Loan Document shall be true and correct in all material respects on and as of the date of such Loan with the same effect as though such representations and warranties had been made on and as of such date as if they had been made on such date (date, except to the extent that such any representations and or warranties expressly that relate to an earlier a specified date or are affected by the consummation shall only be reaffirmed as of transactions permitted under this Agreement);such date. (cb) Such At the time of each such Loan, and after giving effect to such Loan, each Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on performed, and no Event of Default or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower . (c) At the time of each such Loan and after giving effect to each such Loan, there shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (have been no material adverse change in the case condition (financial or otherwise), operations, properties or prospects of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such any Borrower as of since the date of the Financials. (d) Such Loan, when combined with Loans previously made to the Borrowers, shall not exceed the Commitment Amount. (e) All legal matters incident to such Loan and the Loan Documents shall be satisfactory to the Agent and its counsel. (f) The Agent shall have received a Notice of Borrowing for the Loan and acceptance certificate and invoices required by SECTION 2.03. (g) The Collateral Agent shall have first priority Liens on all personal and real property assets that comprise or relate to each System to be funded by such Loan, shall have received collateral assignments of all material third party agreements relating to such Systems, consented to by the applicable third parties, as requested by the Agents, and shall have received evidence that all necessary Governmental Approvals for such System have been obtained. (h) The Collateral Agent shall have received copies of such lien waivers and other acknowledgments from Persons constructing the Systems, any subcontractors or vendors (including Lucent or each Additional Vendor) with respect to the construction of the Systems as the Agent may reasonably request. (i) All fees and expenses which are due and payable to the Agents on or prior to the date of the advance of such Loan shall have been paid. (j) The Agent or the Collateral Agent, as applicable, shall have satisfactorily completed their review of any Additional Purchase Agreements, construction and maintenance contracts related to the Systems being financed with such Loan and the interconnection agreements for each System being financed with such Loan. (k) The Collateral Agent shall have obtained or waived in writing with respect to each real estate and material equipment lease, each mortgage, and each material third party agreement relating to the Systems being financed with such Loan (i) the right from the applicable lessors and mortgagees to cure all payment defaults under such leases and mortgages by making payments directly to the applicable lessors and mortgagees, as the Agents may request, (ii) landlord waivers and consents, as the Agents may require, with respect to each leased facility, and (iii) consents to collateral assignment, as the Agent or the Requisite Lenders may require, with respect to each such material third party agreement. (l) There shall not have occurred in the opinion of the Agents, any material adverse change in any two of the three members of (i) KMC III's or KMC Leasing III's, (ii) KMC Holdings' or (iii) KMC IHC's senior management team, which shall comprise its Chief Executive Officer, Chief Financial Officer and Executive Vice President - Field Sales and Operations. (m) If a Loan is requested to finance Aged Equipment, the Agent or the Requisite Lenders, if it or they so elect, shall have obtained an appraisal of such Aged Equipment from an appraiser selected by the Agent, which appraisal shall be satisfactory to the Collateral Agent and the Requisite Lenders, and the cost of which shall be borne by such Borrower. (n) Each Borrower shall have delivered to the Agents such other certificates, documents, legal opinions or other information as the Agent may reasonably request.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder (or to a Borrower (it being understood that extend any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), other credit hereunder) is subject to the fulfillment, at or prior to the time of the making of such Loan, of each of the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such the Borrower contained in Article VII hereof this Agreement and the other Loan Documents shall be true and correct on the A&R Effective Date or, with respect to any Loans made after the A&R Effective Date, in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such date Loan as if they had been though made on and as of such date (except to the extent that such representations and warranties expressly solely relate to an earlier date) (subject in the case of Incremental Term Loans to Section 2.15(d)(ii)); (b) No Event of Default or Default shall have occurred and be continuing on the date or are affected by of such Loan, nor shall either result from the consummation making of transactions permitted under this Agreementsuch Loan (subject in the case of Incremental Term Loans to Section 2.15(d)(i)); (c) Such The Borrower shall be is in compliance in all material respects with all of the terms and provisions covenants set forth herein on its part to be observed or performed on or prior in Section 6.12 both before and after giving effect to such dateLoan (subject in the case of Incremental Term Loans to Section 2.15(d)(iii)); (d) The making Borrower shall have delivered to the Administrative Agent a Request for Borrowing pursuant to the terms of Section 2.1(b), Section 2.5 and Section 2.15 hereof, as applicable; (e) The Borrower shall have delivered a Borrowing Base Certificate to the Agents at least three (3) Business Days prior to the date of any such Loan, including a general statement as to the proposed use of proceeds of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banksdraw; and (ef) After giving effect to the The aggregate principal amount of all Incremental Term Loans to be made on under this Agreement, irrespective of whether such date to such Borrower, no Default with respect to such BorrowerIncremental Term Loans have been repaid or prepaid, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower not exceed (a) $150,000,000 plus (b) the amount of Incremental Term Loans incurred pursuant to the Operations Agent and the Banks Section 6.1(x) (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this subject to Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan2.15).

Conditions Precedent to All Loans. The obligation of Each request for a Loan by the Banks Borrowers to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.1 and the further conditions precedent that: (a) Either With respect to any Loan (including the initial Loan), the Borrower Representative, on behalf of the Borrowers, shall have delivered to the Lender, on or prior to the date of such Loan in form and substance satisfactory to the Lender, a Funding Request within one (1) Business Day prior to the date of such Loan. (b) On the date of each Loan, the following shall be true and correct and the Borrowers shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of Tax Liens: (i) the Operations Agent representations and warranties contained in Section 5.1 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except to the extent any such representation and warranty expressly refers to an earlier date); (ii) no event has occurred and is continuing, or would result from such transaction that constitutes (x) an Event of Default or Default or (y) a Servicer Event of Default or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Event of Default; (iii) after giving effect to such Loan, the Note Balance does not exceed the lesser of (A) the Borrowing Base and (B) the Commitment Amount; and (iv) on and as of each such day, the Borrowers and the Servicer have performed all of the agreements contained in this Agreement and the other Transaction Documents to be performed by them, respectively, at or prior to such day; and (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Loan by the Lender in accordance with the provisions hereof. (c) No procedures believed by the Borrowers to be materially adverse to the interests of the Lender were utilized by the Borrowers in identifying and/or selecting any of the Tax Liens acquired by it. (d) The Borrowers shall have delivered each related Tax Lien File to the Custodian. (e) The Lender shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(athe Custodian the Custodian Tax Lien Report relating to the Tax Liens to be financed with the requested Loan. (f) hereof, or (ii) the Swing Line The Lender shall have received a Request for Swing Line Loan report from such the Borrower as required Representative, in the form agreed to by Section 3.03(a) hereof;the Lender and the Borrower Representative, related to any Tax Lien with the Principal Balance in excess of $250,000. (bg) The representations Lender shall have received from the Custodian the Tax Lien Confirmation(s) or Tax Lien File Receipt(s) relating to each of the Tax Liens to be financed with the requested Loan. (h) The information, reports, certificates, documents, financial statements, operating statements, books, records, files, exhibits and warranties schedules furnished in writing by or on behalf of such Borrower contained in Article VII hereof shall be true on the Borrower, the Guarantors and as of such date as if they had been made on such date (except the Servicer to the extent that Lender in connection with the Transaction Documents and the transactions contemplated thereby, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. (i) There has not been a Material Adverse Effect. (j) The Borrower Representative shall have delivered to the Lender such representations other documents, certificates, resolutions, instruments and warranties expressly relate to an earlier date or are affected agreements requested by the consummation of transactions permitted Lender. (k) If applicable, each Borrower with respect to which such Loan relates has (i) been approved by the Lender, (ii) executed and delivered a Joinder Agreement, (iii) executed and delivered, as necessary, amendments to become a party to each other Transaction Document required to be executed and delivered by it as a Borrower under this Agreement); , and (civ) Such Borrower shall be in compliance in satisfied all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect conditions to the Loans to be made on effectiveness of such date to such BorrowerJoinder, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made as determined by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the LoanLender.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or Loans on and after the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Effective Date are each subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.15 would occur after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and the Swing Line Lender except for changes in factual circumstances specifically and expressly permitted hereunder, and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a Request for Swing Line Loan) that all timely Notice of Borrowing. Each Credit Event shall constitute a certification by the conditions specified Borrower to the effect set forth in this Section 6.02 have been satisfied in all material respects by such Borrower the preceding sentence as of such date (unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event). In addition, the LoanBorrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied; provided that this sentence shall inure only to the benefit of the Administrative Agent and the Lenders and not to the Borrower or any other Loan Party.

Conditions Precedent to All Loans. The obligation In addition to satisfaction or waiver of the Banks conditions precedent to the first Credit Event contained in Section 5.1., the obligations of Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are each subject to the following conditions: further conditions precedent that: (a) Either no Default or Event of Default shall exist as of the date of the making of such Loan or would exist immediately after giving effect thereto; (b) (i) in the Operations Agent shall have received a Request for Committed case of the first Credit Loan from such Borrower as required by Section 2.04(a) hereofEvent, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained each Loan Party in Article VII hereof each of the Loan Documents shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Credit Event and (ii) in the case of all other Credit Events, the Continuing Representations shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder and (c) the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loan.giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied. Execution Version

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are each subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Swing Line Lender applicable Lenders in accordance with the provisions of Section 13.6.; (c) the Administrative Agent shall have received a timely Notice of Borrowing and (d) in the case of a Request for Swing Line Loan) that all Loan to be denominated in a Foreign Currency, such relevant Foreign Currency shall be readily available and freely transferable and convertible to Dollars and there shall not have occurred any change in national or international financial, political, or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the conditions specified Administrative Agent would make it impracticable for such Foreign Currency Rate Loans to be made. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in this Section 6.02 have been satisfied in all material respects by such Borrower the preceding sentence as of the date of the Loanoccurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent, and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1., solely in the case of the initial Loans made hereunder, and in this Section, in the case of the making of all Loans, have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Section 6.2. that have not previously been waived by the applicable Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that including the Initial Loans, the Revolving Loans and any decision to make a Swing Line Loan to a Borrower Additional Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request for Committed Credit Loan from such to the Administrative Agent signed by the Borrower as required by Section 2.04(a) in accordance with the requirements hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;. (b) The Each of the representations and warranties of such made by the Borrower set forth in Article V hereof and the other Loan Documents (provided that the representation and warranty contained in Article VII hereof Section 5.20 shall not be made as of the date of any Borrowing to the extent such Borrowing occurs after the Closing Date) shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from ​ the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making LTV Ratio as of the Loan shall not contravene any lawsuch date, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date date, shall be equal to or less than the Initial LTV Level. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such BorrowerLender hereunder, no Default with respect duly executed by a Responsible Officer (in each case, unless such Lender has confirmed that it does not require either such form). (f) The Calculation Agent shall have received confirmation from the Custodian that (i) if a Collateral Reallocation Instruction has been delivered to the Custodian, the reallocation described therein has been completed, and (ii) after giving effect to the making of such BorrowerLoans, each Applicable Lender has its Ratable Share of each type of Collateral in its Collateral Accounts. (g) No Mandatory Prepayment Event shall have occurred within the preceding two (2) Business Days prior to such Borrowing, and be continuingno Mandatory Prepayment Notice shall have been delivered to the Borrower. (h) With respect to the funding of any Loans made after the Closing Date, the Cheetah Payoff and the Kodiak Payoff shall have occurred. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely with respect to the Original Initial Loans borrowed by the Borrower on the Closing Date) and Section 4.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit date of the making of such Loan from such Borrower as required by or would exist immediately after giving effect thereto, and none of the conditions described in Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; 2.14. would exist after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and accurate in all material respects with all (except to the extent otherwise qualified by materiality) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) in the case of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making borrowing of the Loan shall not contravene any law, regulation, decree or order binding on such BorrowerRevolving Loans, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, Agent shall have occurred and be continuing. Each Borrowing Request made by received a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (timely Notice of Borrowing, or in the case of a Request for Committed Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing. Each Credit Loan) and Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all conditions to the making of such Loan contained in this Article VI. have been satisfied.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two Business Days prior to the date of such Loan (other than the Initial Loan, in which case such items shall be dated within two days prior to the date of such Initial Loan) and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or are affected by would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the consummation giving of transactions permitted under this Agreementnotice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the amount of such Loan and all Loans Outstanding does not exceed the Borrowing Base ( calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer, each Originator and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (v) no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Lenders in accordance with the provisions hereof. (c) The Borrower shall have deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The making Borrower shall be in compliance with Section 6.03 and with all requirements of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; andHedging Agreement required thereby. (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, The Administrative Agent and each Agent shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to received the Operations Agent Schedule of Receivables and the Banks Schedule of Locations of Books and Records. 83 (in the case of a Request for Committed Credit Loanf) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require. (g) Subject to Section 2.10(b), the Borrower (directly or through the Servicer and the Subservicers) shall have caused to be deposited into the Collection Account, an amount equal to all Collections received on or in respect of the Receivables transferred in connection with such Loan since the related Cutoff Date. 84

Conditions Precedent to All Loans. The Lender shall be under no obligation of the Banks to make any Committed Credit Loan if, as of the date of such Loan, all of the conditions stated in Section 4 of this Agreement have not been satisfied. Lender's election to make a Borrower, and/or the Swing Line Lender Loan at a time when all such conditions have not been satisfied shall not be deemed a waiver of Lender's rights to refuse to make any Swing Line such Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within in the sole discretion future under the same or similar circumstances. Each of the Swing Line Lender)following is an additional condition precedent to Lender making Loans to Borrowers, is subject including the initial Loans on the Closing Date and any future Loans (the request by Borrowers or Borrower Agent of each Loan shall constitute the certification of Borrowers as to the following conditionstruth and accuracy of each of the following: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The All representations and warranties of such Borrower contained herein and in Article VII hereof the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (b) No law, regulation, order, judgment or are affected by decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans, or (B) the consummation of the transactions permitted under this Agreement)contemplated pursuant to the terms hereof or the other Loan Documents, or (ii) has or could reasonably be expected to have a Material Adverse Effect; (c) Such Borrower No Default or Event of Default shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed exist or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the making of such Loan; and (d) With respect to each Advance, Borrowers or Borrower Agent shall have delivered to Lender an Advance Request in accordance with the terms and conditions of this Agreement.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that including the Initial Loans, the Revolving Loans and any decision to make a Swing Line Loan to a Borrower Additional Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request for Committed Credit Loan from such to the Administrative Agent signed by the Borrower as required by Section 2.04(a) in accordance with the requirements hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;. (b) The Each of the representations and warranties of such made by the Borrower set forth in Article V hereof and the other Loan Documents (provided that the representation and warranty contained in Article VII hereof Section 5.20 shall not be made as of the date of any Borrowing to the extent such Borrowing occurs after the Closing Date) shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making LTV Ratio as of the Loan shall not contravene any lawsuch date, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date date, shall be equal to or less than the Initial LTV Level. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-3 or an amendment to a Form U-1 or Form G-3 previously delivered to such BorrowerLender hereunder, no Default with respect duly executed by a Responsible Officer (in each case, unless such Xxxxxx has confirmed that it does not require either such form). (f) The Calculation Agent shall have received confirmation from the Custodian that (i) if a Collateral Reallocation Instruction has been delivered to the Custodian, the reallocation described therein has been completed, and (ii) after giving effect to the making of such BorrowerLoans, each Applicable Lender has its Ratable Share of each type of Collateral in its Collateral Accounts (it being understood that, for this purpose, the November 2022 Restricted Pledged Shares, the Existing Unrestricted Pledged Shares and any other Pledged Shares required to be held in separate Collateral Accounts shall be treated as a separate “type of Pledged Shares” from other Pledged Shares). (g) No Mandatory Prepayment Event shall have occurred within the preceding two (2) Business Days prior to such Borrowing, and be continuingno Mandatory Prepayment Notice shall have been delivered to the Borrower. (h) With respect to the funding of any Loans made after the Closing Date, the Cheetah Payoff and the Kodiak Payoff shall have occurred. Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such the Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely with respect to the Original Initial Loans borrowed by the Borrower on the Closing Date) and Section 4.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, date of the making of the Loans or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of the Loans with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder; and (c) with respect to Loans made available under Section 2.16., the Swing Line Lender (Administrative Agent shall have received a timely Notice of Borrowing for such Loans[intentionally omitted]. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for the Loans set forth in Section 5.1. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Loans. The Lenders’ obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make Advance on any Swing Line Loan Funding Date hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditionsconditions set forth in Section 4.01 and the further conditions precedent that: (a) Either With respect to any Loan (including the Initial Loan), the Servicer shall have delivered to the Administrative Agent and each applicable Agent, on or prior to the date of such Loan in form and substance satisfactory to the Administrative Agent and each Agent, (i) a Funding Request and (ii) in the case of Receivables being added to the Collateral, an updated Schedule of Receivables dated within two (2) Business Days prior to the date of such Loan and containing such additional information as may be reasonably requested by the Administrative Agent or an Agent. (b) On each Funding Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the proposed Loan and pledge of the Collateral (or as of such other time otherwise specified herein): (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be Sections 5.01 and 5.02 are true and correct on and as of such date as if they had though made on and as of such date and shall be deemed to have been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date as set forth herein; (ii) no event has occurred and is continuing, or are affected by would result from such transaction that constitutes (i) an Event of Default, Unmatured Event of Default or Facility Amortization Event or (ii) a Servicer Termination Event or any event that with the consummation giving of transactions permitted under this Agreementnotice of the lapse of time, or both, would constitute a Servicer Termination Event; (iii) on and as of such date, after giving effect to such Loan, the Loans Outstanding does not exceed the Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (civ) Such Borrower shall be in compliance in all material respects with on and as of each such date, the Borrower, the Servicer and Regional Management each has performed all of the terms agreements contained in this Agreement and provisions set forth herein on its part the other Basic Documents to be observed or performed on by it at or prior to such date; (dv) The no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the making of such Loans by the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, Lenders in accordance with the Operations Agent, the Swing Line Lender or the Banksprovisions hereof; and (evi) After no Level I Trigger Event shall have occurred or be continuing, both before and after giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, proposed Loan and pledge of Collateral. (c) The Borrower shall have occurred and be continuing. Each Borrowing Request made by a deposited to the Reserve Account an amount of cash such that the Reserve Account Amount is not less than the Reserve Account Required Amount, taking into account the aggregate Principal Balance of the Receivables transferred in connection with such Loan. (d) The Borrower shall constitute a representation be in compliance with Section 6.03 and warranty by such Borrower to the Operations with all requirements of any Hedging Agreement required thereby. (e) The Administrative Agent and each Agent shall have received the Banks (in the case Schedule of a Request for Committed Credit Loan) Receivables and the Swing Line Lender Schedule of Locations of Books and Records. (in the case of a Request for Swing Line Loanf) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of On the date of such transaction, the LoanAdministrative Agent and each Agent shall have received such other approvals, opinions, information or documents as the Administrative Agent or an Agent may reasonably require.

Conditions Precedent to All Loans. The obligation of Each Loan (including the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower initial Loan) shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either conditions precedent that (i) the Operations Agent Closing Date shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofoccurred, or and (ii) on the Swing Line Lender Borrowing Date for such Loan, the following statements shall be true (and each SPV by accepting the amount of such Loan shall be deemed to have received a Request for Swing Line Loan from such Borrower certified that as required by Section 3.03(a) hereof;to itself): (ba) The representations and warranties of such Borrower contained in Article VII hereof shall be true Sections 3.1 and 3.2 are true, complete and correct in all material respects on and as of such date day as if they had though made on and as of such day and shall be deemed to have been made on such date day (except to the extent for any such representation and warranty that such representations and warranties is expressly relate to made as of an earlier date or are affected by the consummation of transactions permitted under this Agreementdate);, (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (eb) After giving effect to such Loan, there is no Borrowing Base Deficit, (c) The Facility Agent shall have received (i) a Borrowing Request and (ii) a Borrowing Base Certificate as provided in Section 2.2, (d) Neither the Loans Amortization Date nor the Termination Date has occurred, (e) No Termination Event or Potential Termination Event exists, (f) No Law, rule or regulation shall prohibit, and no order, judgment or decree of any Official Body shall prohibit or enjoin, the making of such Loan by any Lender in accordance with the provisions hereof or any other transaction contemplated herein, (g) With respect to be made on any Pool Receivables that are being purchased pursuant to the related First Tier Agreement with the proceeds of such date Loan, the Facility Agent shall have received evidence satisfactory to such Borrower, no Default the Facility Agent that Collections with respect to such BorrowerPool Receivables that were received after the Cut-Off Date will be deposited into the related Collection Account on the Borrowing Date, and (h) The SPVs shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by in compliance with Section 5.3 hereof at such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loantime.

Conditions Precedent to All Loans. The obligation of the Banks Lenders to make any Committed Credit Loan to a BorrowerLoans (other than the initial Term B Loans, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within Term B-3 Loans, the sole discretion of Term B-4 Loans, the Swing Line Lender)Term B-5 Loans, the 2016-1 Term B-4 Loans, the 2016-1 Term B-5 Loans, the Term B-6 Loans, the 2016-2 Term B-4 Loans, the 2016-2 Term B-5 Loans, the 2016-1 Term B-6 Loans, the 2017-1 Term B-4 Loans, the 2017-1 Term B-5 Loans and, the 2017-1 Term B-6 Loans and the 2018 Term B-7 Loans) is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan of each of the following conditionsconditions precedent: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The all representations and warranties of such Borrower contained herein and in Article VII hereof the other Financing Agreements shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such date as if they had been made on such date (Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation (in which case such representations and warranties shall have been true and accurate on and as of transactions permitted under this Agreementsuch earlier date); (cb) Such Borrower no event shall have occurred and no condition shall exist that has or may be in compliance in all material respects with all of the terms and provisions set forth herein on its part reasonably be likely to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Bankshave a Material Adverse Effect; and (ec) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, or Event of Default shall exist or have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation continuing on and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loanmaking of such Loan and after giving effect thereto. Notwithstanding anything in this Section 4.2 and in Section 2.8 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loan shall be (i) the conditions precedent set forth in the related Incremental Amendment, (ii) that the Specified Representations and the Specified Acquisition Agreement Representations with respect to the Target of such Permitted Acquisition or Investment permitted hereunder shall be true and correct and (iii) no Event of Default under Section 11.1(a)(i), (a)(ii), (g) or (h) shall have occurred and be continuing or would result therefrom.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Each Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: further conditions precedent that (a) Either the Master Servicer shall have delivered to the Lender on or prior to the date of such Loan, in form satisfactory to the Lender, all Settlement Reports as and when due under Section 6.6; (ib) the Operations Agent Facility Termination Date shall not have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereofoccurred, or (iic) the Swing Line Lender shall have received such other opinions or documents as it may reasonably request; provided, however, that the Lender will not request any additional opinions or documents unless there has been an adverse change in Law which could reasonably be expected to have a Request for Swing Line Material Adverse Effect, and (d) on the applicable Borrowing Date, the following statements shall be true (and acceptance of the proceeds of such Loan from shall be deemed a representation and warranty by the Borrower that such Borrower as required by Section 3.03(a) hereof;statements are then true): (bi) The representations and warranties of such Borrower contained set forth in Article VII hereof shall be III are true and correct in all respects on and as of such date Borrowing Date as if they had been though made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date date, in which case such representations and warranties were true and correct in all respects as of such earlier date), other than, in each case, any breach of any such representation or are affected by the consummation of transactions permitted under this Agreement)warranty that could not reasonably be expected to have an Originator Material Adverse Effect or a Material Adverse Effect; (cii) Such Borrower shall be in compliance in all material respects with all of the terms No event has occurred and provisions set forth herein on its part to be observed is continuing, or performed on would result from such Loan, that will constitute an Amortization Event or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banksa Potential Amortization Event; and (eiii) After giving effect No Overadvance exists or will result from such Loan. It is expressly understood that each Rollover Loan shall, unless otherwise directed by the Lender, occur automatically on each day that the Master Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of such Rollover Loan. The failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Rollover Loan shall give rise to a right of the Lender to rescind the related Rollover Loan and direct the Borrower to pay to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower Lender an amount equal to the Operations Agent and Collections prior to the Banks (in Amortization Date that were applied to the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the affected Rollover Loan.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower including the Initial Loans) shall be within the sole discretion subject to satisfaction of the Swing Line Lender), is subject to the following conditionsconditions precedent: (a) Either (i) the Operations Agent The Borrower shall have received delivered a Borrowing Request for Committed Credit Loan from such to the Administrative Agent signed by the Borrower as required by Section 2.04(a) in accordance with the requirements hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof;. (b) The Each of the representations and warranties of such Borrower contained made by any Loan Party set forth in Article VII V hereof shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that extent it shall be true and correct in all respects) on and as of the date of such Loan with the same effect as though made on and as of such date as if they had been made on such date (date, except to the extent that such representations and warranties expressly relate to an earlier date or (in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are affected already qualified by the consummation materiality, in which case to that extent they shall be true and correct in all respects) as of transactions permitted under this Agreementsuch earlier date);. (c) Such Borrower No Default shall be in compliance in all material respects with all exist as of the terms and provisions set forth herein on its part to be observed date of such Borrowing or performed on would result from the making of the Loans or prior to such date;from the application of the proceeds thereof. (d) The making LTV Ratio as of the Loan shall not contravene any lawsuch date, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After after giving effect to the Loans to be made on such date and the delivery of any additional Eligible Pledged Shares to the Applicable Lenders in accordance with Section 3 of the Security Agreement concurrently with or prior to the making of such Loan, shall be equal to or less than the Initial LTV Ratio. (e) The Borrower shall have delivered to each Lender a Form U-1 or Form G-0 Xxxxxxx Xxxxxxxxx xr an amendment to a Form U-1 or Form G-0 Xxxxxxx Xxxxxxxxx xreviously delivered to such BorrowerLender hereunder, no Default with respect to duly executed by a Responsible Officer of the Borrower (in each case, unless such Borrower, shall have occurred and be continuingLender has confirmed that it does not require either such form). Each Borrowing Request made by a Borrower shall constitute be deemed to be a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 4.01 (solely for the Initial Loans on the Funding Date), and Section 4.02, as applicable, have been satisfied in all material respects by such Borrower on and as of the date of the making of a Loan.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Revolving Loans and the Term Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: further condition precedent that, as of the date of each such Revolving Loan or the Term Loan and after giving effect thereto: (a) Either (i) the Operations Agent no Default or Event of Default shall have received occurred and be continuing or would occur as a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) result of the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; Borrowing; (b) The the representations and warranties of such made or deemed made by the Borrower contained in Article VII hereof this Agreement and the other Loan Documents to which it is a party and by each other Loan Party in the Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder; and (c) no Materially Adverse Effect has occurred since the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making Effective Date. Each Notice of Borrowing delivered by the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect Borrower to the Lender hereunder and each Borrowing of Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty certification by such the Borrower to the Operations Agent and the Banks (effect set forth in the case of a Request for Committed Credit Loan) and the Swing Line Lender preceding sentence (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower both as of the date of such instrument and as of the Loandate of such Borrowing, after giving effect to such Borrowing) and such Notice of Borrowing shall have attached to it a Compliance Certificate based on the last financial statements delivered to the Lender pursuant to Article VII hereof, showing compliance immediately prior to and after such Borrowing.

Conditions Precedent to All Loans. The obligation obligations of the Banks Lenders to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is Loans are subject to the following conditions: further conditions precedent that: (a) Either (i) no Default or Event of Default shall exist as of the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, date of the making of the Loans or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; would exist immediately after giving effect thereto; and (b) The the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of such Borrower contained in Article VII hereof them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of the Loans with the same force and effect as if made on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate solely to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower in which case such representations and warranties shall be in compliance have been true and correct in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (except in the case of a Request for Committed Credit Loanrepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Swing Line Lender (Borrower to the effect set forth in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower preceding sentence (both as of the date of the Loangiving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made that all conditions to the making of such Loan contained in this Article V. have been satisfied. Unless set forth in writing to the contrary, the making of a Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for the Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied as of the Effective Date.

Conditions Precedent to All Loans. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line each Lender to make any Swing Line each Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within including, in the sole discretion case of the Swing Line Lender), is any Swing Line Loan) shall be subject to the further conditions precedent that (except as hereinafter provided) on the date of such Loan: (1) The following conditionsstatements shall be true and the Agent shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the date of such Loan, stating that: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true IV of this Agreement, are correct on and as of the date of such Loan as though made on and as of such date as if they had been made on such date (except to the extent that any such representations and warranties expressly representation or warranty is stated to relate solely to an earlier date date, in which case such representation or are affected by the consummation warranty is correct as of transactions permitted under this Agreement)such earlier date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Loan; and (c) Such Borrower shall be in compliance in all material respects with all If applicable under Section 7.03 of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The Agreement, upon the making of the Loan requested Loans, the aggregate outstanding amount of Borrowing Base Debt shall not contravene any law, regulation, decree or order binding on such Borrower, exceed the Operations Agent, Borrowing Base as of the Swing Line Lender or the Banksmost recent Inventory Valuation Date; and (e2) After giving effect The Agent shall have received such other approvals, opinions, or documents as any Lender through the Agent may reasonably request; and (3) Such further documents as any Lender or its counsel may have reasonably requested. All matters incident to the Loans to making of such Loan shall be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower reasonably satisfactory to the Operations Agent Lenders and their counsel. Notwithstanding the Banks (foregoing, in the case of a Request Loan (provided for Committed Credit Loanin Section 2.21(d)) and the Swing Line Lender (in the case of made to repay a Request for Swing Line Loan) that all , the satisfaction of the foregoing conditions specified in this Section 6.02 have been satisfied in all material respects by with respect to such Borrower as Swing Line Loan shall constitute satisfaction of such conditions with respect to the date of Revolving Credit Loan made on the next succeeding Business Day to repay such Swing Line Loan.