Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. This Agreement and the Commitments of the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date, and the Commitments obligation of the Lenders hereunder shall become effective upon Issuing Bank to issue any LOC, is subject to the satisfaction (or waiver in accordance with Section 10.018.01) of the following conditions precedent: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders party hereto or thereto either (i) a counterpart of this Agreement and the Parent Guaranty signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a facsimile or electronic transmissionsigned signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and the Parent Guaranty. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either the Company a signed certificate, dated as of the Closing Date and signed by a Responsible Officer of the Company on behalf of the Company, certifying as to (i) a counterpart the truth in all material respects of the Guarantee Agreement signed representations and warranties contained in the Loan Documents as though made on behalf and as of such party or the Closing Date and (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart absence of the Guarantee Agreementany Event of Default. (c) The Administrative Agent shall have received: received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Administrative Agent, including (i) a certificate certified copies of a Responsible Officer of (A) each Loan Party the resolutions (or comparable evidence of the general partner or sole member of such Loan Partyauthority) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Credit Party (or approving the general partner or sole member of such Loan Party) executing transactions contemplated by the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying certification as to the satisfaction names and true signatures of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing officers of each Credit Party that are authorized to sign the Loan Party under Documents and the laws of its jurisdiction of organizationother documents to be delivered hereunder. (d) The Administrative Agent shall have received an a written opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, (addressed to the Administrative Agent and each Lenderthe Banks and dated the Closing Date) of counsel to the Company covering the matters set forth in Exhibit C and of in-house counsel to the Parent Guarantor with regard to matters of French law, in each case as in form and substance reasonably satisfactory to the Administrative Agent. Each of the Company and the Parent Guarantor hereby requests such customary matters regarding the Loan Partiescounsel to deliver such opinion, the Transactions and this Agreement and in such form as which may be delivered by electronic transmission to the Administrative Agent may reasonably requestwith the signed original(s) to follow within five (5) days after the Closing Date. (e) The Parent and the Borrower Administrative Agent shall have provided received evidence, reasonably satisfactory to it, that the Existing Facility has been terminated on or prior to the date hereof. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by any Applicant hereunder, including the previously agreed fees and disbursements of Moses & Singer LLP as special counsel to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationIssuing Bank. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This The effectiveness of this Agreement and the Commitments of the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01) is subject to each of the following conditions precedentprecedent and no Loan shall be made hereunder unless each of the following is satisfied (as reasonably determined by the Bank) or waived by the Bank: (a) The Administrative Agent shall Borrower will have duly executed this Agreement and shall delivered or caused to have received from the Borrower, the Parent and been delivered each of the Lenders either following: (i1) a counterpart This Agreement and the other Loan Documents, together with all Exhibits and Schedules thereto; (2) The Note; (3) Opinion letter(s) of this Agreement signed on behalf of such party or (ii) evidence counsel to the Borrower reasonably satisfactory to the Administrative Agent Bank; (which may include a facsimile or electronic transmission4) that such party has signed a counterpart (a) copies of this Agreement. the Operative Documents, and (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart copy of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) Borrower’s resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of the Loan Documents; (5) The certificate of incorporation for the Borrower, certified as true and correct by the applicable regulatory authority; (6) A good standing certificate (or comparable certificate) from the applicable jurisdiction of organization for the Borrower; (7) A Closing Certificate in form reasonably satisfactory to the Bank; (8) A Borrowing Base Certificate; (9) For each Investor, its duly executed and delivered Subscription Agreement and, to the extent applicable, Side Letter; (10) All documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including AML Legislation, the Act and OFAC; (11) A copy of each of the Advisory Agreement, the Administration Agreement, and the License Agreement; and (12) Such other information and documents as may reasonably be required by the Bank and its counsel. In addition, the Bank shall have completed to its reasonable satisfaction its due diligence review of the Borrower and its management, controlling owners, systems and operations. (b) The following shall have occurred: (1) The Bank shall have received copies of UCC search reports dated such a date as is reasonably satisfactory to the Bank, listing all effective financing statements filed against the Borrower with copies of such financing statements. (2) The Bank shall have received all fees and expenses due and owing to Bank under this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as prior to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; date hereof and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior invoiced, reimbursement or payment of all expenses required to the Closing Date, with respect to the Parent, be reimbursed or paid by the Borrower hereunder, including the fees and disbursements invoiced through the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements date hereof of the Patriot ActBank’s special counsel, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationXxxxx Xxxxx LLP. (f3) The representations and warranties of each Loan Party set forth in Article V Section 7 of this Agreement and in any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct as of the date hereof. (c) The following shall not have occurred: (1) Any material adverse change in all the Bank’s understanding of the facts and information presented to it, or any material respects litigation or claims shall have been filed with respect to the Borrower; (or if qualified by materiality or 2) Any Material Adverse Effect, in all respects) on and as of the Closing Date (; or, if such representation speaks as of an earlier date, as of such earlier date). (g3) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Any Event of Default shall exist or would result therefromDefault.

Conditions Precedent to Closing Date. This Agreement and the Commitments obligations of each Lender to make its initial Advance and of each Issuing Bank to issue its initial Letter of Credit hereunder shall not become effective until the date on which each of the Lenders hereunder shall become effective upon the satisfaction (following conditions precedent is satisfied, or waiver waived in accordance with Section 10.01) of the following conditions precedent9.01: (a) The This Agreement shall have been executed by the Administrative Agent and the London Agent, and the Administrative Agent shall have executed this Agreement and shall have received from the BorrowerXxxxx Xxxxx, the Parent Borrower and each of the Lenders Initial Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent Holdco Guaranty Agreement shall have been executed the Guarantee Agreement by Xxxxx Xxxxx and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee AgreementAgent. (c) The Agents and the Lenders shall have received payment in full in cash of all fees and expenses due to them pursuant to the Commitment Letter, the JPM Fee Letter or the CoBank Fee Letter on or prior to the Closing Date and, in the case of expenses, to the extent invoiced at least one day prior to the Closing Date. (d) The Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrowers and Xxxxx Xxxxx under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (e) On the Closing Date, the following statements shall be true and the Administrative Agent shall have receivedreceived for the account of each Lender a certificate signed by a duly authorized officer of Xxxxx Xxxxx, dated the Closing Date, stating that: (i) a certificate of a Responsible Officer of (A) each Loan Party (or the representations and warranties contained in Section 4.01 are correct on and as of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible OfficerClosing Date, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization;and (ii) a certificate of a Responsible Officer no event has occurred and is continuing on and as of the General Partner, on behalf Closing Date that constitutes a Default or Event of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organizationDefault. (df) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLPon or before the Closing Date the following, counsel to the Loan Partieseach dated such day, addressed in form and substance reasonably satisfactory to the Administrative Agent Agent: (i) Certified copies of the resolutions of the Board of Directors of each of Xxxxx Xxxxx and the Parent Borrower approving this Agreement and, in the case of Xxxxx Xxxxx, the Holdco Guaranty Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Holdco Guaranty Agreement. (ii) Certificates of the Secretary or an Assistant Secretary of each Lenderof Xxxxx Xxxxx and the Parent Borrower certifying the names and true signatures of the officers thereof authorized to sign this Agreement and, in the case of Xxxxx Xxxxx, the Holdco Guaranty Agreement and certifying as to the organizational documents, the resolutions and the good standing of Xxxxx Xxxxx and the Parent Borrower and other customary matters. (iii) Opinions of (A) Xxxxxxxx & Xxxxx LLP, special New York counsel to Xxxxx Xxxxx and the Parent Borrower, and (B) internal counsel for Xxxxx Xxxxx, in each case as reasonably satisfactory to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably requestAgent. (eg) The Parent and the Borrower Merger Transactions shall have provided been (or substantially concurrently with the occurrence of the Closing Date shall be) consummated, in each case pursuant to and on the terms set forth in the Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with Merger Agreement that are adverse in any material respect to the Parent, Lenders and that have not been approved by the Joint Lead Arrangers. The Parent Borrower and the other Loan Parties, shall be a wholly-owned Subsidiary of Xxxxx Xxxxx. (h) All amounts under (i) the documentation Five-Year Revolving Credit Agreement dated as of May 29, 2014, among Kraft Foods Group, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as administrative agents, the lenders party thereto and the other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Actparties thereto, (ii) the documentation Credit Agreement dated as of June 7, 2013, among X. X. Xxxxx Company, X.X. Xxxxx Corporation II, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, parties thereto and (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” 4.25% Second Lien Secured Notes due in 2020, issued under the Beneficial Ownership Regulation. (f) The representations Indenture, dated as of April 1, 2013, among X. X. Xxxxx Company, as the issuer, X.X. Xxxxx Corporation II, as a guarantor, the other guarantors party thereto from time to time, and warranties of Xxxxx Fargo Bank, National Association, as trustee and collateral agent, in each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, case shall be true and correct in all material respects have been (or if qualified by materiality or Material Adverse Effect, in all respects) on and as substantially concurrently with the occurrence of the Closing Date shall be) repaid and all commitments thereunder and guarantees and Liens created in connection therewith shall have been (oror substantially concurrently with the occurrence of the Closing Date shall be) terminated and released, if and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it (the transactions set forth in this clause (h), collectively, the “Refinancing”). The Administrative Agent shall notify Xxxxx Xxxxx, the Parent Borrower and the Lenders of the date which is the Closing Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such representation speaks Lender prior to the date that the Parent Borrower, by notice to the Lenders, designates as of an earlier date, as of such earlier date). (g) On the proposed Closing Date, immediately after giving effect specifying its objection thereto. Notwithstanding the foregoing, the obligations of the Lenders to make Advances and of the Transactions occurring Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied or waived at or prior to 5:00 p.m., New York City time, on July 6, 2015 (and, in the event such dateconditions shall not have been so satisfied or waived, no Default or Event of Default the Commitments shall exist or would result therefromterminate at such time).

Conditions Precedent to Closing Date. This Agreement and the Commitments The occurrence of the Lenders hereunder Closing Date is subject to the conditions precedent that the Administrator and each Purchaser Agent shall become effective upon have received on or before the satisfaction date of such purchase the following, each in form and substance (or waiver in accordance with Section 10.01including the date thereof) of satisfactory to the following conditions precedentAdministrator and each Purchaser Agent: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (i) a A counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the Board of Directors of each of the Seller, the Servicer and the Originator authorizing the execution, delivery, and performance by the Seller, the Servicer and the Originator of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents and (iii) the certificate of incorporation and by-laws of the Seller, the Servicer and the Originator. (c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Servicer and the Originator certifying the names and true signatures of its officers authorized to sign the Agreement and the other Transaction Documents to which it is a party. Until the Administrator receives a subsequent incumbency certificate from the Seller, the Servicer and (B) the General PartnerOriginator in form and substance satisfactory to the Administrator, certifying that attached thereto is a true, correct and complete copy of the Administrator shall be entitled to rely on the last such certificate of organization of the General Partner and all amendments thereto, certified as of a recent date delivered to it by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of Seller, the General PartnerServicer and the Originator, on behalf of as the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organizationcase may be. (d) The Administrative Agent shall have received an opinion Copies of Xxxxxx & Xxxxxx LLP(i) the Limited Duration Waiver Agreement duly executed by each of the parties thereto, counsel to (ii) the Loan Parties, addressed to CoBank Limited Duration Waiver (as defined in the Administrative Agent Limited Duration Waiver Agreement) duly executed by each of the parties thereto and (iii) the Credit Agreement Limited Duration Waiver (as defined in the Limited Duration Waiver Agreement) duly executed by each Lender, in each case as to such customary matters regarding of the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably requestparties thereto. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation[Intentionally Omitted]. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date)[Intentionally Omitted]. (g) On [Intentionally Omitted]. (h) Favorable opinions of Bxxxx & MxXxxxxx, LLP, counsel for the Closing DateSeller, immediately after giving effect in form and substance acceptable to the Transactions occurring Administrator and covering such matters as the Administrator may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters. (i) [Intentionally Omitted]. (j) A copy of the Servicer Report as of August 31, 2008. (k) Evidence (i) of the execution and delivery by each of the parties thereto of the amendment to the Purchase and Contribution Agreement, dated as of the date hereof, and all documents, agreements and instruments contemplated thereby (which evidence shall include copies, either original or facsimile, of each of such documents, instruments and agreements) and (ii) that each of the conditions precedent to the execution and delivery of the amendment to the Purchase and Contribution Agreement referred to above has been satisfied to the Administrator’s satisfaction. (l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, together with Attorney Costs of the Administrator and each Purchaser Agent to the extent invoiced prior to or on such date, no Default plus such additional amounts of Attorney Costs as shall constitute the Administrator’s and each Purchaser Agent’s reasonable estimate of Attorney Costs incurred or Event to be incurred by it through the closing proceedings; including any such costs, fees and expenses arising under or referenced in Section 6.4. (m) Each Purchaser Group Fee Letter between the Seller and the applicable Purchaser Agent as contemplated by Section 1.5. (n) Good standing certificates with respect to the Seller, the Originator, each Transferor and the Servicer issued by the Secretaries of Default shall exist State of the States of such Person’s organization and principal place of business. (o) Such other approvals, opinions or would result therefromdocuments as the Administrator may reasonably request.

Conditions Precedent to Closing Date. This The effectiveness of this Agreement and the Commitments of the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01) is subject to each of the following conditions precedentprecedent and no Loan shall be made hereunder unless each of the following is satisfied (as reasonably determined by the Bank) or waived by the Bank: (a) The Administrative Agent shall Borrower will have duly executed this Agreement and shall delivered or caused to have received from the Borrower, the Parent and been delivered each of the Lenders either following: (i1) a counterpart This Agreement and the other Loan Documents, together with all Exhibits and Schedules thereto; (2) The Note; (3) Opinion letter(s) of this Agreement signed on behalf of such party or (ii) evidence counsel to the Borrower reasonably satisfactory to the Administrative Agent Bank; (which may include a facsimile or electronic transmission4) that such party has signed a counterpart (a) copies of this Agreement. the Operative Documents, and (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart copy of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) Borrower’s resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of the Loan Documents; (5) The certificate of incorporation for the Borrower, certified as true and correct by the applicable regulatory authority; (6) A good standing certificate (or comparable certificate) from the applicable jurisdiction of organization for the Borrower; (7) A Closing Certificate in form reasonably satisfactory to the Bank; (8) A Borrowing Base Certificate; (9) For each Investor, its duly executed and delivered Subscription Agreement and, to the extent applicable, Side Letter; (10) All documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including AML Legislation, the Act and OFAC; (11) A copy of each of the Advisory Agreement, the Administration Agreement, and the License Agreement; and (12) Such other information and documents as may reasonably be required by the Bank and its counsel. In addition, the Bank shall have completed to its reasonable satisfaction its due diligence review of the Borrower and its management, controlling owners, systems and operations. (b) The following shall have occurred: (1) The Bank shall have received copies of UCC search reports dated such a date as is reasonably satisfactory to the Bank, listing all effective financing statements filed against the Borrower with copies of such financing statements. (2) The Bank shall have received all fees and expenses due and owing to Bank under this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as prior to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; date hereof and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior invoiced, reimbursement or payment of all expenses required to the Closing Date, with respect to the Parent, be reimbursed or paid by the Borrower hereunder, including the fees and disbursements invoiced through the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements date hereof of the Patriot ActBank’s special counsel, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationMxxxx Xxxxx LLP. (f3) The representations and warranties of each Loan Party set forth in Article V Section 7 of this Agreement and in any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct as of the date hereof. (c) The following shall not have occurred: (1) Any material adverse change in all the Bank’s understanding of the facts and information presented to it, or any material respects litigation or claims shall have been filed with respect to the Borrower; or (or if qualified by materiality or 2) Any Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date and the Commitments obligation of each Lender to make any Advance hereunder on the Lenders hereunder Closing Date shall become effective upon be subject to the satisfaction conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or waiver in accordance with Section 10.01) of such applicable conditions precedent have been waived by the following conditions precedent:Administrative Agent): (a) The Administrative Agent each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall have executed each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and shall have received from the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Parent Servicer and each the Equityholder contained in the Facility Documents shall be true and correct as of the Lenders either Closing Date (i) a counterpart of this Agreement signed on behalf except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.earlier date); (bd) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party one or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate more certificates of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan PartyBorrower, the Equityholder and the Servicer certifying (i) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organizationConstituent Documents, (2ii) the limited partnership agreement, operating agreement, bylaws as to its resolutions or other governing document, as applicable, action of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the its general partner, board of directors or other governing body, as applicable, board of such Loan Party authorizing and managers or members approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (iie) a certificate proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of a Responsible Officer State of the General Partner, on behalf State of Delaware and any other applicable filing office in any applicable jurisdiction that the Parent, certifying as Administrative Agent deems reasonably necessary or desirable in order to perfect the satisfaction of interests in the conditions set forth Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in paragraphs order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Servicer and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Loans from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Document Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) all of this Section 4.01; andthe Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (iiih) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. evidence reasonably satisfactory to it that (di) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel all fees (to the Loan Parties, addressed extent invoiced at least two (2) Business Days prior to the Closing Date) and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and each Lender, in each case as to such customary matters regarding (ii) the Loan Parties, the Transactions reasonable and this Agreement documented fees and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the extent requested at least three Document Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (3i) Business Days prior evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (j) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (k) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (l) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Parent, Collateral shall be held in trust for the Borrower and benefit of the other Loan Collateral Agent on behalf of the Secured Parties; and (m) sufficiently in advance of the Closing Date, (ix) the all documentation and other information requested required by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all bank regulatory authorities under applicable “know your customer” requirements, (iii) all and anti-money laundering documentation reasonably requested by rules and regulations, including the Administrative Agent or any Lender PATRIOT Act and (ivy) a Beneficial Ownership Certification from each Loan Party that is if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth , a Beneficial Ownership Certification in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect relation to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefromBorrower.

Conditions Precedent to Closing Date. This Agreement and The Closing Date shall occur on the Commitments date that each of the Lenders hereunder following conditions shall become effective upon the satisfaction have been satisfied (or waiver waived in accordance with Section 10.01) of the following conditions precedent:9.05): (a) The Administrative receipt by the Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and of counterparts hereof signed by each of the Lenders either parties hereto (i) or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart of this Agreement signed on behalf of hereof by such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.party); (b) The Administrative receipt by the Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officercertificate, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on dated the Closing Date and (3) resolutions signed by a duly adopted by authorized officer of the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General PartnerCompany, certifying that attached thereto is a true, correct (i) immediately before and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to after the Closing Date, with respect to the Parent, the Borrower no Default shall have occurred and the other Loan Parties, (i) the documentation be continuing and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are the Company contained in any document furnished at any time under or in connection herewith or therewith, this Agreement shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date).Date; (gc) On receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (d) receipt by the Agent of all documentation and other information required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; (e) receipt by the Agent and the Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Commitment Letter or the Fee Letters, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; and (f) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request and (ii) an opinion of Xxxxxxxxxx & Xxxxx LLP, counsel to the Company, covering such matters as the Agent may reasonably request. The Agent shall promptly notify the Company and the Banks of the Closing Date, immediately after giving effect to the Transactions occurring and such notice shall be conclusive and binding on such date, no Default or Event of Default shall exist or would result therefromall parties hereto.

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date, and the Commitments obligation of the Lenders hereunder shall become effective upon Bank to issue any LOC, is subject to the satisfaction (or waiver in accordance with Section 10.017.01) of the following conditions precedent: (a) The Administrative Agent shall have executed this Agreement and Bank shall have received from the Borrower, the Parent and each of the Lenders party hereto or thereto either (i) a counterpart of this Agreement, the Parent Guaranty and the Credit Support Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent Bank (which may include electronic transmission of a facsimile or electronic transmissionsigned signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and the Parent Guaranty. (b) The Administrative Agent shall have executed the Guarantee Agreement and Bank shall have received from each Loan Party either (i) the Company a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officercertificate, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified dated as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted signed by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, Company on behalf of the ParentCompany, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct truth in all material respects (or if qualified by materiality or Material Adverse Effect, of the representations and warranties contained in all respects) the Loan Documents as though made on and as of the Closing Date and (or, if such representation speaks as ii) the absence of an earlier date, as any Event of such earlier date)Default. (gc) On The Bank shall have received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Bank, including (i) certified copies of the resolutions (or comparable evidence of authority) of each Credit Party approving the transactions contemplated by the Loan Documents, (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign the Loan Documents and the other documents to be delivered hereunder, and (iii) an electronic instruction document authorizing the Bank to act upon instructions received from such Credit Party by facsimile or electronic mail. (d) The Bank shall have received a written opinion (addressed to the Bank and dated the Closing Date, immediately after giving effect ) of counsel to the Transactions occurring Company covering the matters set forth in Exhibit C-1 and of in-house counsel to the Parent Guarantor covering the matters set forth in Exhibit C-2, in each case in form and substance reasonably satisfactory to the Bank. Each of the Company and the Parent Guarantor hereby requests such counsel to deliver such opinion, which may be delivered by electronic transmission to the Bank with the signed original(s) to follow within ten (10) days after the Closing Date. (e) The Bank shall have received evidence, reasonably satisfactory to it, that the Existing Facility has been terminated on such date, no Default or Event of Default shall exist or would result therefromprior to the date hereof.

Conditions Precedent to Closing Date. This Agreement and The obligation of each Lender to make a Loan on the Commitments of the Lenders hereunder shall become effective upon Closing Date is subject to the satisfaction (or waiver in accordance with Section 10.0111.01) of the following conditions precedentconditions: (a) The Administrative Agent Effective Date shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreementoccurred. (b) The Administrative Agent shall have executed received a Loan Notice in accordance with the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreementrequirements hereof. (c) The If the Polish Closing (as defined in the Target Acquisition Agreement) occurs prior to the Target Date (as defined in the Target Acquisition Agreement), the Administrative Agent shall have received: (i) received a certificate of a Responsible Officer of the Borrower confirming that the “Antitrust Condition” (Aas defined in the Target Acquisition Agreement) each Loan Party (has been satisfied or of waived by the general partner or sole member of such Loan Party) certifying as parties to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organizationTarget Acquisition Agreement. (d) On the date of the applicable Loan Notice and on the proposed date of such Borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) The Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Target Acquisition Agreement (it being understood that substantially concurrently shall include the Target Acquisition being consummated no more than two (2) Business Days after the initial Loan hereunder), without giving effect to (and there shall not have been) any modifications, amendments, consents or waivers by the Company (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders (it being understood and agreed that the following shall not be deemed to be materially adverse to the interests of the Lenders: (x) any increase in the purchase price funded with the issuance of any equity securities by the Company or any of its Subsidiaries; (y) any increase in the purchase price funded other than through the issuance of equity securities by the Company or any of its Subsidiaries of not more than 5.0%; and (z) any decrease in the purchase price of not more than 10.0%; provided that such decrease shall be allocated to ratably reduce the Commitments (in a manner as agreed between the Borrower and the Joint Lead Arrangers)), without the prior written consent of the Administrative Agent. (f) [Reserved] (g) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLPa customary payoff letter with respect to, counsel and reasonably satisfactory evidence that, all Existing Target Indebtedness shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Loan PartiesClosing Date (or arrangements reasonably satisfactory to the Joint Lead Arrangers shall have been made to effect the foregoing). (h) The Administrative Agent shall have received any fees required to be paid to the Administrative Agent, addressed each of the Joint Lead Arrangers and the Lenders on or before the Closing Date. (i) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested invoiced at least three (3) one Business Days Day prior to the Closing Date, with respect plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Parent, closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier dateAgent). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date and the Commitments obligation of each Lender to make any Advance hereunder on the Lenders hereunder Closing Date shall become effective upon be subject to the satisfaction conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or waiver in accordance with Section 10.01) of such applicable conditions precedent have been waived by the following conditions precedent:Administrative Agent): (a) The Administrative Agent each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall have executed each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and shall have received from the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Parent Collateral Manager and each the Equityholder contained in the Facility Documents shall be true and correct as of the Lenders either Closing Date (i) a counterpart of this Agreement signed on behalf except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.earlier date); (bd) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party one or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate more certificates of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan PartyBorrower, the Equityholder and the Collateral Manager certifying (i) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organizationConstituent Documents, (2ii) the limited partnership agreement, operating agreement, bylaws as to its resolutions or other governing document, as applicable, action of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the its general partner, board of directors or other governing body, as applicable, board of such Loan Party authorizing and managers or members approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Facility Documents to which it is a partyparty and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party and (Bvi) the General Partner, certifying that attached thereto is a true, correct and complete copy of the recent certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organizationgood standing relating to it; (iie) a certificate proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of a Responsible Officer State of the General Partner, on behalf State of Delaware and any other applicable filing office in any applicable jurisdiction that the Parent, certifying as Administrative Agent deems reasonably necessary or desirable in order to perfect the satisfaction of interests in the conditions set forth Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in paragraphs order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) of this Section 4.01; andreserved; (iiih) certificates as all of a recent date setting forth the good standing of each Loan Party under Covered Accounts shall have been established and shall be subject to the laws of its jurisdiction of organization.Account Control Agreement; (di) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel evidence reasonably satisfactory to the Loan Parties, addressed it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and each Lender, in each case as to such customary matters regarding (ii) the Loan Parties, the Transactions reasonable and this Agreement documented fees and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the extent requested at least three Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (3j) Business Days prior evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the applicable Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the applicable Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Parent, Collateral shall be held in trust for the Borrower and benefit of the other Loan Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (ix) the all documentation and other information requested required by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all bank regulatory authorities under applicable “know your customer” requirements, (iii) all and anti-money laundering documentation reasonably requested by rules and regulations, including the Administrative Agent or any Lender PATRIOT Act and (ivy) a Beneficial Ownership Certification from each Loan Party that is if the Borrower qualifies as a “legal entity customercustomers” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth , a Beneficial Ownership Certification in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect relation to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefromBorrower.

Conditions Precedent to Closing Date. This The closing of this Agreement and shall occur on the Commitments of date (the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01“Closing Date”) of on which the following conditions precedentprecedent shall have been satisfied: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (ior its counsel) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either applicable party the following, each dated such day (unless otherwise specified): (i) a A counterpart of the Guarantee this Agreement and each Note (if requested by any Lender) signed on behalf of such each party or thereto. (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart A copy of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a articles or certificate of a Responsible Officer of (A) each Loan Party incorporation (or equivalent Constituent Document) of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments theretoBorrower, certified as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in its jurisdiction effect on the date of organizationsuch certification, (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (ii) above and (D) the resolutions of the Board of Directors approving and authorizing the execution, delivery and performance of this Agreement. (iv) An opinion of in-house counsel for the Borrower reasonably acceptable to the Administrative Agent. (b) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower). (c) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Lenders. (d) (i) No Default shall have occurred and be continuing on the Closing Date, (ii) the representations and warranties contained in Article 4 shall be accurate in all material respects on and as of the Closing Date (except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be accurate in all material respects as of such earlier date, or (2) the limited partnership agreementis qualified by materiality or subject to a Material Adverse Effect qualification, operating agreement, bylaws or other governing document, in which case it shall be accurate in all respects) as applicable, if made on and as of such date, (iii) no injunction affecting the execution, delivery or performance of the Loan Party as Documents shall have been issued and remain in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (Biv) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion a certificate of Xxxxxx & Xxxxxx LLPa duly authorized officer of the Borrower, counsel to dated the Loan PartiesClosing Date, addressed to stating that each of the Administrative Agent and each Lender, conditions precedent set forth in each case as to such customary matters regarding the Loan Parties, the Transactions and clauses (i)-(iii) of this Agreement and in such form as the Administrative Agent may reasonably requestSection 3.01(d) have been satisfied. (e) The Parent and the Borrower shall have provided evidence reasonably satisfactory to the Administrative Agent that all principal of and interest on any loans outstanding under, and all accrued fees under, the Existing Credit Facility, and all fees then due in accordance with the fee letters dated November 29, 2016, shall have been paid in full. The Administrative Agent shall promptly notify the Borrower and the Lenders, to the extent requested at least three (3) Business Days prior to Lenders of the Closing Date, with respect and such notice shall be conclusive and binding on all parties hereto. The Lenders that are parties to the ParentExisting Credit Facility, constituting the “Required Lenders” under the Existing Credit Facility, and the Borrower and the other Loan Parties, agree that (i) the documentation commitments under the Existing Credit Facility shall terminate automatically on the Closing Date without need for further action by any party to the Existing Credit Facility and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or requirements of notice for any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” prepayment under the Beneficial Ownership RegulationExisting Credit Agreement necessary to satisfy the conditions stated in Section 3.01(e) or the termination of commitments pursuant to clause (i) above are hereby waived. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement The obligations of Certificate Trustee (through Administrative Agent) to make payment of the Equipment Cost to the applicable Seller on the Closing Date, the obligations of the Certificate Holders to Fund the related Certificate Amounts on the Closing Date and the Commitments obligation of the Lenders hereunder shall become effective upon to make the satisfaction (or waiver in accordance with Section 10.01) related Funding of their Loans on the Closing Date are subject to each of the following conditions precedent:precedent (except that (i) the obligation of any such party shall not be subject to such party's own performance or compliance and (ii) the conditions specified below as being only for the benefit of a specified party or parties need be fulfilled only to the satisfaction of, or waived by, such party or parties): (a) The Administrative Agent Each of the Operative Documents to be executed and delivered on such date shall be satisfactory in form and substance to the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Agents, shall have been duly authorized, executed this Agreement and delivered by the parties thereto, shall each be in full force and effect and executed counterparts of each shall have received from the Borrower, the Parent and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory been delivered to the Administrative Agent or its designee (which may include on behalf of the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Administrator) on or before such date and no event shall have occurred and be continuing that constitutes a facsimile Lease Default or electronic transmission) that such party has signed a counterpart Lease Event of this AgreementDefault. (b) The Administrative Agent On such date, the representations and warranties of the parties hereto referenced in Section 3 shall have executed be true and correct with the Guarantee same effect as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date), and the parties to this Agreement and shall have received an Officer's Certificate dated such date from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to Lessee, the Administrative Agent (which may include a facsimile and the Certificate Trustee, certifying as to the foregoing with respect to itself and stating that no Default or electronic transmission) that such party Event of Default has signed a counterpart of the Guarantee Agreementoccurred and is continuing with respect to it. (c) The Lessee shall have caused (i) Financing Statements to have been filed in such places as any Participant or the Administrative Agent may reasonably request no later than five (5) Business Days prior to such date and (ii) all documents necessary to protect the Certificate Trustee's and the Administrative Agent's interest in the Aircraft delivered on such date to have been filed with the FAA. (d) The parties to this Agreement shall have received:received the favorable written opinion of each of (i) James Hopewell, Esq., Corporate Counsel for the Lessee, (ii) Baker & XxXxxxxx, xxxxial counsel for the Lessee, (iii) Ray, Quinney & Xxxekex, xxxxxel for the Certificate Trustee and Administraxxxx Xxent, xxx (iv) Daugherty, Fowler, Peregrin & Haught, special FAA counsel, in each case in form and substance satisxxxxxxy to it. (e) The Administrative Agent, for the benefit of the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Agents, shall have received certificates of insurance in form and substance reasonably satisfactory to the Administrative Agent signed by the insurer or by an independent insurance broker evidencing insurance coverages required pursuant to Section 11 of the Lease with respect to the Aircraft delivered on such date. (f) The Lessee shall deliver or cause to be delivered to the Administrative Agent, for the benefit of the Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Agents, the following, each, unless otherwise noted, dated such Closing Date and in form and substance satisfactory to them, (i) certified copies of its certificate of incorporation, together with a good standing certificate, from the State of Michigan, each dated a recent date prior to such Closing Date, (ii) copies of its articles of incorporation, by-laws and the resolution of its Board of Directors by which the Lessee has the authority to enter into the transactions contemplated hereby and to execute and deliver, and to perform its obligations under the Operative Documents to which it is or will be a party, certified as of the Closing Date by its corporate secretary or assistant secretary as being in full force and effect without modification or amendment, and (iii) incumbency certificates of its officers executing the Operative Documents to which it is a party. (g) The Trust Company shall deliver or cause to be delivered to the Certificate Holders, the CP Lender, the Facility Lenders and the Agents the following, each unless otherwise noted dated the Closing Date and in form and substance satisfactory to them, (i) a certificate of a Responsible Officer of (A) each Loan Party (or good standing from the office of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness Comptroller of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of Currency dated a recent date by the appropriate Governmental Authority in its jurisdiction of organizationprior to such Closing Date, (2ii) a certified copy of its articles of association, by-laws and the limited partnership agreement, operating agreement, bylaws resolution of its Board of Directors or other governing document, as applicable, of such Loan Party as in effect on the Closing Date applicable committee thereof approving and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement the Operative Documents to which it is or will be a party, certified as of such Closing Date by an authorized officer as being in full force and effect without modification or amendment, and (iii) incumbency certificates of its officers executing the other Loan Operative Documents to which it is a party. (h) The Administrative Agent shall deliver or cause to be delivered to the Certificate Holders, the CP Lender, the Facility Lenders and the Administrator the following, each unless otherwise noted dated the Closing Date and in form and substance satisfactory to them, (Bi) a certificate of good standing from the General PartnerState of Nevada dated a recent date prior to such Closing Date, certifying that attached thereto is (ii) a true, correct and complete certified copy of its articles of association, by-laws and the certificate resolution of organization its Board of Directors or applicable committee thereof approving and authorizing the execution, delivery and performance of the General Partner and all amendments theretoOperative Documents to which it is or will be a party, certified as of a recent date such Closing Date by the appropriate Governmental Authority an authorized officer as being in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partnerfull force and effect without modification or amendment, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) incumbency certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organizationofficers executing the Operative Documents to which it is a party. (di) The Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Agents shall have received the Notice of Delivery required pursuant to Section 2.3(b). (j) Each Certificate Holder shall have made available its respective portion of its Commitment in the amount specified in, and otherwise in accordance with, Section 2.2 and the CP Lender (or each of the Facility Lenders, as the case may be), shall have made available its respective Commitment in the amount specified in, and otherwise in accordance with, Section 2.2. (k) The Certificate Trustee, the Certificate Holders, the CP Lender, the Facility Lenders and the Administrative Agent shall have received the opinion of the Appraiser with respect to the Aircraft to be delivered on such date, in form and substance satisfactory to all such parties. (l) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel evidence satisfactory to it that the Loan Parties, addressed to the Administrative Agent Transaction Costs and each Lender, in each case as all Fees due and payable on or prior to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably requestdate have been paid. (em) There shall have been duly issued and delivered by the Certificate Trustee to the CP Lender (or the Facility Lenders, as the case may be), against payment therefor, the Notes and to the Certificate Holders, the Certificates, each dated the Closing Date. (n) The Parent and the Borrower shall have provided to the Administrative Agent and the LendersLessee shall have received a certificate, to from the extent requested at least three (3) Business Days prior to Arranger dated the Closing Date, Date with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements offerees of the Patriot Act, (ii) the documentation Notes and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationCertificates. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This The effectiveness of this Agreement and the Commitments of the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01) is subject to each of the following conditions precedentprecedent and no Loan shall be made hereunder unless each of the following is satisfied (as reasonably determined by the Bank) or waived by the Bank: (a) The Administrative Agent shall Borrower will have duly executed this Agreement and shall delivered or caused to have received from the Borrower, the Parent and been delivered each of the Lenders either following: (i1) a counterpart This Agreement and the other Loan Documents, together with all Exhibits and Schedules thereto; (2) The Note; (3) Opinion letter(s) of this Agreement signed on behalf of such party or (ii) evidence counsel to the Borrower reasonably satisfactory to the Administrative Agent Bank; (which may include a facsimile or electronic transmission4) that such party has signed a counterpart (a) copies of this Agreement. the Operative Documents, and (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart copy of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) Borrower’s resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of the Loan Documents; (5) The certificate of incorporation for the Borrower, certified as true and correct by the applicable regulatory authority; (6) A good standing certificate (or comparable certificate) from the applicable jurisdiction of organization for the Borrower; (7) A Closing Certificate in form reasonably satisfactory to the Bank; (8) A Borrowing Base Certificate; (9) For each Investor, its duly executed and delivered Subscription Agreement and, to the extent applicable, Side Letter; (10) All documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including AML Legislation, the Act and OFAC; (11) A copy of each of the Advisory Agreement, the Administration Agreement, and the License Agreement; and (12) Such other information and documents as may reasonably be required by the Bank and its counsel. In addition, the Bank shall have completed to its reasonable satisfaction its due diligence review of the Borrower and its management, controlling owners, systems and operations. (b) The following shall have occurred: (1) The Bank shall have received copies of UCC search reports dated such a date as is reasonably satisfactory to the Bank, listing all effective financing statements filed against the Borrower with copies of such financing statements. (2) The Bank shall have received all fees and expenses due and owing to Bank under this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as prior to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; date hereof and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior invoiced, reimbursement or payment of all expenses required to the Closing Date, with respect to the Parent, be reimbursed or paid by the Borrower hereunder, including the fees and disbursements invoiced through the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements date hereof of the Patriot ActBank’s special counsel, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationMxxxx Xxxxx LLP. (f3) The representations and warranties of each Loan Party set forth in Article V Section 7 of this Agreement and in any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct as of the date hereof. (c) The following shall not have occurred: (1) Any material adverse change in all the Bank’s understanding of the facts and information presented to it, or any material respects litigation or claims shall have been filed with respect to the Borrower; (or if qualified by materiality or 2) Any Material Adverse Effect, in all respects) on and as of the Closing Date (; or, if such representation speaks as of an earlier date, as of such earlier date). (g3) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Any Event of Default shall exist or would result therefromDefault.

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date and the Commitments effectiveness of the Lenders Commitments hereunder shall become effective upon be subject to the satisfaction conditions precedent that (i) the SPV or waiver the Originator shall have paid in accordance with full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 10.019.5 and invoiced prior to the Closing Date, and (ii) the Facility Agent shall have received, for itself and each of the Administrators and Lenders and the Facility Agent’s counsel, each of the following conditions precedentdocuments, each in form and substance satisfactory to the Facility Agent: (a) The Administrative Agent shall have A duly executed counterpart of this Agreement and shall have received from the BorrowerAgreement, the Parent First Tier Agreement, the Fee Letter, the Backup Servicer Fee Letter, the Custodial Agreement, and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to other Transaction Documents executed by the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this AgreementOriginator, the SPV, the Servicer, the Backup Servicer, and the Custodian, as applicable. (b) The Administrative Agent shall have executed A certificate of the Guarantee Agreement secretary or assistant secretary of the SPV, in form and shall have received from each Loan Party either substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) a counterpart of the Guarantee Agreement signed on behalf of such party or and (ii)) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have receivedattaching as exhibits thereto, among other things: (i) a the limited liability company agreement and certificate of a Responsible Officer of (A) each Loan Party (formation or other formation document of the general partner SPV (certified by the Secretary of State or sole member of such Loan Party) certifying as to the incumbency and genuineness other similar official of the signature SPV’s jurisdiction of each Responsible Officer, secretary and assistant secretary of such Loan Party (incorporation or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporationorganization, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, date); (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3ii) resolutions duly adopted by of the general partner, board of directors or other governing body, as applicable, body of such Loan Party the of the SPV authorizing and approving the Transactions and the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Loan Transaction Documents to which it is a party, and (B) be delivered by the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner SPV hereunder or thereunder and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; other documents evidencing necessary limited liability company action (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (fincluding shareholder consents) and (g) of this Section 4.01government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate of the secretary or assistant secretary of the Originator and the Servicer, in form and substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document of the Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date setting forth date); (ii) the good standing by-laws of the Originator and the Servicer; (iii) resolutions of the board of directors or other governing body of the Originator and the Servicer authorizing the execution, delivery and performance by it of this Agreement, as applicable, the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each Loan Party under officer of the laws of Originator and the Servicer executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its jurisdiction of organizationbehalf. (d) The Administrative Agent shall have received an A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (e) A good standing certificate for each of the Originator and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and principal place of business, dated as of a recent date. (f) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the initial Borrowing Date naming the SPV, as debtor, in favor of the Facility Agent, as secured party, for the benefit of the Lenders or other similar instruments or documents as may be necessary or in the reasonable opinion of Xxxxxx the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the Facility Agent’s security interest in all Pool Receivables and the other Affected Assets. (g) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the initial Borrowing Date naming the Originator as the debtor, in favor of the SPV, as secured party, and the Facility Agent, for the benefit of the Lenders, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the SPV’s interest in all Pool Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Borrowing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the SPV. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Borrowing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the Originator. (j) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Facility Agent) dated a date reasonably near the date of the initial Borrowing Date listing all effective financing statements which name the SPV or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Facility Agent may reasonably request together with copies of such financing statements (none of which shall cover any Pool Receivables, other Affected Assets or Contracts), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no effective liens on any of the Pool Receivables, other Affected Assets or related Contracts. (k) Favorable opinions of Xxxxx & Xxxxxx LLPXxx Xxxxx PLLC special counsel to the SPV, the Servicer and the Originator, covering certain corporate, UCC, bankruptcy and insolvency matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel. (l) Favorable opinions of The Xxxxxxxxx Law Firm, PLLC, counsel to the Loan PartiesServicer and the Originator, addressed covering certain corporate matters, in form and substance reasonably satisfactory to the Administrative Facility Agent and each Facility Agent’s counsel. (m) Joinder agreement to the Intercreditor Agreement executed by the Facility Agent and the SPV, whereby the Facility Agent and the SPV become a party to the Intercreditor Agreement. (n) Satisfactory results of due diligence procedures over the Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of procedures applied at the Originator’s operating location(s) and satisfactory procedures performed over the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as agreed. (o) Payment of any fees due and payable on the Restatement Effective Date pursuant to the Fee Letter. (p) Such other approvals, documents, instruments, certificates and opinions as the Facility Agent, any Administrator or any Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (eq) The Parent and the Borrower shall have provided Evidence satisfactory to the Administrative Facility Agent and that Collections with respect to Pool Receivables being sold on the Lenders, Closing Date pursuant to the extent requested at least three (3) Business Days prior to First Tier Agreement which were received after the Cut-Off Date will be deposited into the Collection Account on the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date and the Commitments obligation of the Lenders and the L/C Issuer to make the initial Credit Extensions hereunder shall become effective upon the are subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent shall have Agent’s receipt of the following unless otherwise specified, each properly executed this Agreement and shall have received from by the Borrowerrelevant parties, the Parent and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence in form and substance satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have receivedLenders: (i) executed counterparts of this Agreement; (ii) an omnibus reaffirmation by MGM Resorts and each Loan Party of each Transaction Document to which it is a certificate party (and including a reaffirmation by MGM Resorts of its obligations under the MGM Resorts Completion Guarantee) in substantially the form of Exhibit F; (iii) such additional certificates of resolutions or other action, incumbency certificates and other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer of (A) each Loan Party (or of in connection with this Agreement and the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan other Transaction Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (iiiv) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) such documents and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form certifications as the Administrative Agent may reasonably request.require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (ev) The Parent evidence that all insurance required to be maintained pursuant to the Transaction Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lender Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (vi) opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP, special counsel to Borrower shall and its Subsidiaries, and Lionel, Xxxxxx and Xxxxxxx, Nevada counsel to Borrower and its Subsidiaries, covering such matters as the Administrative Agent may request and addressed to the Administrative Agent, the Collateral Agent and each Lender; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) have provided been satisfied, and (B) that there has been no event or circumstance since December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) modifications to the Deed of Trust and to the Circus Deeds of Trust, together with title instructions in form and substance satisfactory to the Administrative Agent and shall have been executed by Nevada Title Company, as agent for Commonwealth Title Insurance Company irrevocably authorizing the Lenders, to the extent requested at least three (3) Business Days prior to recordation of such modifications on the Closing Date, with respect irrevocable commitments to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information issue title insurance endorsements that are requested by the Administrative Agent in order its reasonable discretion (including, without limitation, a date down and modification endorsement) to comply with all “know your customer” requirementsthe policies issued in respect of the Deed of Trust and the Circus Deeds of Trust, (iii) all anti-money laundering documentation reasonably requested by comparable in form and substance to existing coverage or otherwise acceptable to the Administrative Agent or any Lender in its reasonable discretion and, (a) as to the endorsement to the policy issued in respect of the Deed of Trust, providing mechanics’ lien coverage substantially similar to such policy’s existing mechanics’ lien coverage and (ivb) as to the endorsements to the policies issued in respect of the Circus Deeds of Trust containing no exceptions for mechanics’ liens; and (ix) promissory notes executed by Borrower in favor of each Lender requesting a Beneficial Ownership Certification from each Loan Party promissory note pursuant to Section 2.08(a); (b) the Administrative Agent shall have received evidence that is a “legal entity customer” Borrower shall have paid all interest and fees outstanding under the Beneficial Ownership Regulation.Existing Credit Agreement; and (fc) The representations all fees and warranties of each Loan Party set forth in Article V expenses required to be paid pursuant to the Fee Letter to the Administrative Agent, the Arrangers and in any other Loan Document, the Lenders on or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of before the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect shall have been paid or otherwise arranged for to the Transactions occurring on such datesatisfaction of the Administrative Agent. Without limiting the generality of the provisions of Section 9.03(e), no Default for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or Event accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from that Lender prior to the proposed Closing Date specifying its objection thereto. Upon the satisfaction of Default the foregoing conditions, this Agreement shall exist or would result therefromconcurrently become effective to amend and restate the Existing Credit Agreement in its entirety.

Conditions Precedent to Closing Date. This The closing of this Agreement and shall occur on the Commitments of date (the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01“Closing Date”) of on which the following conditions precedentprecedent shall have been satisfied: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (ior its counsel) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either applicable party the following, each dated such day (unless otherwise specified): (i) a A counterpart of the Guarantee this Agreement and each Note (if requested by any Lender) signed on behalf of such each party or thereto; (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart A copy of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a articles or certificate of a Responsible Officer of (A) each Loan Party incorporation (or equivalent Constituent Document) of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments theretoBorrower, certified as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in its jurisdiction effect on the date of organizationsuch certification, (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (ii) above and (D) the resolutions of the Board of Directors approving and authorizing the execution, delivery and performance of this Agreement; and (iv) An opinion of in-house counsel for the Borrower reasonably acceptable to the Administrative Agent. (b) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower). (c) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as reasonably requested by the Lenders. (d) (i) No Default shall have occurred and be continuing on the Closing Date (ii) the representations and warranties contained in ‎Article 4 shall be accurate in all material respects on and as of the Closing Date (except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be accurate in all material respects as of such earlier date, or (2) the limited partnership agreementis qualified by materiality or subject to a Material Adverse Effect qualification, operating agreement, bylaws or other governing document, in which case it shall be accurate in all respects) as applicable, if made on and as of such date (iii) no injunction affecting the execution, delivery or performance of the Loan Party as Documents shall have been issued and remain in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (Biv) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion a certificate of Xxxxxx & Xxxxxx LLPa duly authorized officer of the Borrower, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to dated the Closing Date, with respect to stating that each of the Parent, conditions precedent set forth in clauses (i)-(iii) of this ‎Section 3.01(d) have been satisfied. The Administrative Agent shall promptly notify the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements Lenders of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring and such notice shall be conclusive and binding on such date, no Default or Event of Default shall exist or would result therefromall parties hereto.

Conditions Precedent to Closing Date. This Agreement and The Closing Date is subject to the Commitments of the Lenders hereunder shall become effective upon fulfillment, to the satisfaction (or waiver in accordance with Section 10.01) of Agent and its counsel, of each of the following conditions precedent:on or before April 28, 2000 (or such earlier date as may be specified below): (a) The Administrative Agent shall have received all financing statements and fixture filings required by Agent, duly executed this Agreement and shall have received from the Borrower, the Parent by Borrower and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.other Loan Parties; (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: i. the Administrative Lockbox Agreements; ii. the Pay-Off Letters executed by each of Xxxxxxx Sachs Credit Partners, L.P., and its Affiliates under which such Persons are obligated to deliver to Agent (which may include a facsimile or electronic transmission) that UCC termination statements and other documentation evidencing the termination by each of them of its respective Liens in and to the properties and assets of Borrower and the other Loan Parties; iii. the Guaranty Agreements; iv. the Stock Pledge Agreements; v. the Security Agreements; and vi. such party has signed a counterpart of the Guarantee Agreement.other documents as shall be required by Agent; (c) The Administrative Agent shall have received: (i) received a certificate from the Secretary of a Responsible Officer of (A) Borrower and each other Loan Party (or attesting to the resolutions of the general partner or sole member of such Borrower's and each other Loan Party) certifying as to the incumbency and genuineness 's Board of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in Directors authorizing its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party, party and (B) authorizing specific officers of it to execute the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organizationsame; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received copies of Borrower's and each other Loan Party's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Borrower and each other Loan Party, as the case may be; (e) Agent shall have received a certificate of status with respect to Borrower and each other Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower and each other Loan Party, which certificate shall indicate that Borrower and each other Loan Party is in good standing in such jurisdiction; (f) Agent shall have received certificates of status with respect to Borrower and each other Loan Party, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower and each other Loan Party is in good standing in such jurisdictions; (g) [Intentionally omitted]; (h) Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, Borrower's counsel to the Loan Parties, addressed to the Administrative Agent and each LenderGuarantor's counsel in form and substance satisfactory to Agent in its sole discretion; (i) Borrower or CCI shall have not less than $125,000,000 of Availability and unrestricted immediately available cash on hand after making the payments described in Section 7.17(a) and the $187,500 due on the Closing --------------- Date pursuant to Section 2.11(a), as determined by Agent; --------------- (j) Agent shall have received and reviewed (i) Borrower's consolidated December 31, 1999 financial statements prepared by Borrower's accountants which they are prepared to issue as audited provided that such financial statements would be subject to a going concern qualification, and the results of such review shall be satisfactory to Agent, and (ii) Borrower's consolidated February 29, 2000 financial statements prepared by Borrower's management, and the results of such review shall be satisfactory to Agent, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request.its sole discretion; (ek) The Parent and the Borrower Agent shall have provided to completed its legal due diligence, including a review of material contracts (including the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, indentures with respect to all material debt), and the Parentresults thereof shall be satisfactory to Agent, in its sole discretion; (l) there shall have been no material adverse change in the business, operations, assets, financial condition or prospects of Borrower and guarantors since December 31, 1999 which is not set forth in Borrower's business plan and financial projections dated as of February 15, 2000 which Borrower delivered to Agent prior to March 21, 2000; (m) at least $150,000,000 of additional equity capital shall have been contributed to Borrower or CCI, on terms and conditions and pursuant to documentation mutually acceptable to Borrower and Agent; (n) Agent and counsel to Agent shall have received and reviewed all documentation relating to the Unsecured Notes, including, without limitation, the Borrower Unsecured Notes Indenture, and all of such documentation, and the other Loan Partiesterms and provisions of such documentation, (i) including, without limitation, the documentation Unsecured Notes and other information requested by the Administrative Unsecured Notes Indenture, shall be acceptable to Agent and any Lender its counsel; (o) Agent shall have received payment in order full in immediately available funds of all amounts due on the Closing Date pursuant to comply with the requirements of the Patriot Act, Section ------- 2.11(a); ------- (iip) the documentation and other information requested by the Administrative Agent shall have received evidence satisfactory to Agent in order its sole discretion that the Lien securing any and all present or future Indebtedness or obligations of any Loan Party to comply with all “know your customer” requirementsCisco Systems, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent Inc., Cisco Systems Capital Corporation or any Lender of their respective Affiliates is limited to the specific items and property described on Exhibit 3.1(p) attached hereto and -------------- made a part hereof, and that all security agreements pertaining to such Indebtedness or other obligations shall have been amended to provide that such Lien is so limited; (ivq) a Beneficial Ownership Certification from Agent shall have received the original stock certificates evidencing all shares of stock of Cavion Technologies, Inc. owned or controlled by any Loan Party, together with stock powers covering such shares duly executed in blank by each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation.which owns or controls any such shares; and (fr) The representations all other documents and warranties of each Loan Party set forth legal matters in Article V and in any other Loan Documentconnection with the transactions contemplated by this Agreement shall have been delivered, executed, or which are contained in any document furnished at any time under or in connection herewith or therewith, recorded and shall be true in form and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on substance satisfactory to Agent and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date)its counsel. (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement and The Closing Date shall occur on the Commitments date that each of the Lenders hereunder following conditions shall become effective upon the satisfaction have been satisfied (or waiver waived in accordance with Section 10.01) of the following conditions precedent:9.05): (a) The Administrative receipt by the Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and of counterparts hereof signed by each of the Lenders either parties hereto (i) or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart of this Agreement signed on behalf of hereof by such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.party); (b) The Administrative receipt by the Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officercertificate, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on dated the Closing Date and (3) resolutions signed by a duly adopted by authorized officer of the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General PartnerCompany, certifying that attached thereto is a true, correct (i) immediately before and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to after the Closing Date, with respect to the Parent, the Borrower no Default shall have occurred and the other Loan Parties, (i) the documentation be continuing and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are the Company contained in any document furnished at any time under or in connection herewith or therewith, this Agreement shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date).Date; (gc) On receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (d) receipt by the Agent of all documentation and other information required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; (e) receipt by the Agent and the Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Commitment Letter or the Fee Letters, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; and (f) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request and (ii) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, covering such matters as the Agent may reasonably request. The Agent shall promptly notify the Company, the Lenders and the Issuing Lenders of the Closing Date, immediately after giving effect to the Transactions occurring and such notice shall be conclusive and binding on such date, no Default or Event of Default shall exist or would result therefromall parties hereto.

Conditions Precedent to Closing Date. This The effectiveness of this Agreement and the Commitments occurrence of the Lenders hereunder shall become effective upon Closing Date is subject to the satisfaction (or waiver in accordance with Section 10.0111.5 hereof; provided, that the Agent (acting at the direction of the Blackstone Representative may, in its sole discretion, agree to allow the satisfaction of any such conditions within a reasonable period of time after the Closing Date) of the following conditions precedentconditions: (a) The Administrative Agent shall have executed this Agreement the Agent’s and shall have received from the Borrower, the Parent and each Lenders’ receipt of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents (including, to which such the extent requested by a Lender, a Term Loan Party is a party Note, executed by Borrower, but excluding the Collateral Documents and certifying that attached thereto is a true, correct and complete copy any Loan Document described in Schedule 5.14 of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party Disclosure Letter as in effect on the Closing Date to be delivered after the Closing Date) executed and delivered by each applicable Credit Party and Lender, which Loan Documents shall be in form and substance reasonably satisfactory to the Blackstone Representative, the Disclosure Letter, and each other schedule to such Loan Documents (the Disclosure Letter and such other schedules to be in form and substance reasonably satisfactory to the Blackstone Representative) and (3ii) resolutions duly adopted the Collateral Documents (excluding any Loan Documents described in Schedule 5.14 of the Disclosure Letter as in effect on the Closing Date) dated as of the Funding Date, executed in escrow by each of the general partnerapplicable Loan Parties and the Agent, board to the extent applicable, and circulated but not released, which Collateral Documents shall be in form and substance reasonably satisfactory to the Agent and the Blackstone Representative; (b) the Agent’s and the Lenders’ receipt of directors or (i) true, correct and complete copies of the Operating Documents of each of the U.S. Credit Parties, and (ii) a Secretary’s Certificate with respect to each U.S. Credit Party dated the Closing Date, certifying that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Blackstone Representative); (c) the Agent’s and the Lenders’ receipt of the Perfection Certificate for Borrower and the other governing bodyCredit Parties, in form and substance reasonably satisfactory to the Blackstone Representative (d) copies of the appropriate UCC financing statement forms and U.S. intellectual property filing documents, as applicable, with respect to the Collateral of the U.S. Credit Parties, in each case, for filing with the appropriate entity on or promptly after the Funding Date; (e) the Agent’s and the Lenders’ receipt of a good standing certificate for each U.S. Credit Party, certified by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation or formation of such U.S. Credit Party as of a date no earlier than thirty (30) days prior to the Closing Date; (f) the Agent’s and the Lenders’ receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Term Loan for each U.S. Credit Party, in form and substance reasonably satisfactory to the Blackstone Representative; (g) the Agent’s and the Lenders’ receipt of (i) the resolutions of the board of directors for each U.K. Credit Party or other appropriate governing body approving and authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it is a partyparty and (ii) the resolutions of the sole member of each U.K. Credit Party approving and authorizing the execution, delivery and performance of each Loan document to which it is a party and amending the articles of association of each U.K. Credit Party (as applicable); (h) [Reserved]; (i) [Reserved]; (j) [Reserved]; (k) [Reserved]; (l) the Blackstone Representative shall have received the Securities Purchase Agreement; (m) the Agent’s and the Lenders’ receipt of duly executed notices of assignment or charge (as applicable) required to be sent pursuant to the English Debenture, to be held in escrow; (n) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, if any, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Blackstone Representative; (o) the Agent’s and the Lenders’ receipt of legal opinions of Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLC and Holland & Knight LLP, in each case in form and substance reasonably satisfactory to the Blackstone Representative; (p) the Agent’s and the Lenders’ receipt of (i) evidence that the products liability and general liability insurance policies maintained regarding any Collateral are in full force and effect and (ii) appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of the Agent (such evidence to be in form and substance reasonably satisfactory to the Blackstone Representative); (q) the Agent’s and the Lenders’ receipt of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”); (r) the Agent’s and the Lenders’ receipt of the Agent Fee Letter and Blackstone Representative’s receipt of the Lender Fee Letter, and payment of Lender and Agent Expenses and other fees then due as specified in Sections 2.4 and 2.7 hereof; (s) the Agent’s and the Lenders’ receipt of a certificate, dated the Closing Date and signed by a Responsible Officer of Bxxxxxxx, confirming (i) there is no Adverse Proceeding pending or, to the Knowledge of the Credit Parties, threatened, that, (x) contests the transactions contemplated by the Loan Documents or (y) individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to the Blackstone Representative), and (Bii) that Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (t) the General PartnerBlackstone Representative’s receipt on or prior to the Closing Date of copies of each Material Contract identified as such in the Perfection Certificate; (u) the Blackstone Representative shall have received customary payoff letters and lien release documents in form and substance reasonably satisfactory to the Blackstone Representative relating to all such Existing Indebtedness, certifying that attached thereto is a which payoff documentation and releases will become effective pursuant to their terms; (v) Borrower shall have obtained FDA approval of the Biologics License Application (BLA) for AT-GAA (ATB200/AT2221) and the New Drug Application for miglustat and the Agent Agent’s receipt of true, correct and complete copy copies of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organizationFDA approval letters; (iiw) a certificate of a Responsible Officer the Blackstone Representative’s receipt on or prior to the Closing Date of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; andIntercompany Subordination Agreement; (iiix) certificates as the representations and warranties made by the Credit Parties in Section 4 of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan PartiesDocuments are true and correct in all material respects, (i) the documentation and other information requested by the Administrative Agent and unless any Lender such representation or warranty is stated to relate to a specific earlier date, in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent which case such representation or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, warranty shall be true and correct in all material respects as of such earlier date (it being understood that any representation or if warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, Change,” or similar language shall be true and correct in all respects, in each case, on the date on which the Term Loan is made (both with and without giving effect to the Term Loan) on and as of the Closing Date (or, if such representation speaks as of an earlier date, or as of such earlier date, as applicable).; (gy) On there shall not have occurred (i) any Material Adverse Change or (ii) any Default or Event of Default; and (z) the Agent’s and the Lenders’ receipt on or prior to the Closing Date of (x) the Borrowing Notice in accordance with the terms of Section 2.2(a)(ii), and (y) the Payment / Advance Form in each case in form and substance satisfactory to the Blackstone Representative. For purposes of determining compliance with the conditions specified in Section 3.1 on the Closing Date, immediately after giving effect each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefromproposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. This Agreement and the Commitments of the Lenders hereunder shall become effective upon and the satisfaction Revolving Commitments shall be available on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waiver waived in accordance with Section 10.01) of the following conditions precedent:9.01): (a) The Administrative Agent shall have executed this Agreement and (or its counsel) shall have received from the BorrowerSTERIS Corporation, the Parent STERIS plc and each of the Lenders other Closing Date Party and each Lender either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a facsimile or electronic transmissionsigned signature page of this Agreement) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have executed the Guarantee Agreement All fees and shall have received from each Loan Party either (i) a counterpart other amounts that are required to be reimbursed or paid and are then due and payable by any of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory Borrowers to the Administrative Agent (which may include a facsimile Agent, each Joint Lead Arranger and the Lenders under the Loan Documents or electronic transmission) that pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date and to the extent such party has signed a counterpart of amounts are payable on or prior to the Guarantee AgreementClosing Date. (c) The Administrative Agent (or its counsel) shall have receivedreceived on or before the Closing Date: (i) a certificate of a Responsible Officer of (A) each Loan Party (or Certified copies of the general partner resolutions or sole member of such Loan Party) certifying as to the incumbency and genuineness similar authorizing documentation of the signature governing bodies of STERIS Corporation, STERIS plc and each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing such Person to enter into and approving perform its obligations under the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Closing Date from the jurisdiction of formation of STERIS Corporation, STERIS plc and each other Closing Date Party, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS plc or any Closing Date Party that is an entity organized under the laws of England and Wales); (iii) A customary certificate of a Responsible Officer STERIS Corporation, STERIS plc and each other Closing Date Party certifying the names and true signatures of the General Partnerofficers and/or directors of STERIS Corporation, on behalf STERIS plc and each other Closing Date Party authorized to sign this Agreement and the other documents to be delivered hereunder and, in the case of the ParentSTERIS plc, certifying as to the satisfaction of the conditions set forth in paragraphs (fSection 3.01(h) and (g) of this Section 4.01i); and (iiiiv) certificates as A favorable opinion letter of a recent date setting forth (A) the good standing General Counsel of STERIS Corporation and (B) Wachtell, Lipton, Xxxxx & Xxxx and other legal counsel to STERIS Corporation and each Loan other Closing Date Party reasonably satisfactory to the Administrative Agent, in each case in form and substance consistent with those delivered under the laws of its jurisdiction of organizationExisting Credit Agreement or, as applicable such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS Corporation, STERIS plc and each Closing Date Party). (d) [Reserved]. (e) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLPreceived, counsel on or prior to the Loan PartiesClosing Date, addressed to the Administrative Agent and each Lender, in each case so long as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) no less than ten Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the all documentation and other information requested required by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all regulatory authorities under applicable “know your customer” requirements, (iii) all and anti-money laundering documentation reasonably requested by rules and regulations, including the Administrative Agent or any Lender Patriot Act, in each case relating to STERIS Corporation, STERIS plc and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulationother Closing Date Party. (f) Substantially contemporaneously therewith, the Existing Credit Agreement shall be terminated in full and all outstanding obligations thereunder shall be repaid in full (other than contingent obligations not then due). (g) To the extent Advances are being made on the Closing Date, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The representations and warranties of each the Loan Party Parties set forth in Article V and in any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except that any representation or if warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, Effect shall be true and correct in all respectsrespects as so qualified) on and as of such date, except to the Closing Date (or, if extent such representation speaks as of representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date). (gi) On No Default has occurred and is continuing. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing DateDate in writing promptly upon the conditions precedent in this Section 3.01 being satisfied (or waived in accordance with Section 9.01), immediately after giving effect to the Transactions occurring on and such date, no Default or Event of Default notice shall exist or would result therefrombe conclusive and binding.

Conditions Precedent to Closing Date. This Agreement and the Commitments The obligations of the Lenders Lender to make Loans hereunder shall become effective upon on the satisfaction (or waiver in accordance with Section 10.01) of Closing Date are subject to the following conditions precedentprecedent that: (a) The Administrative Agent shall have executed this Agreement and Lender shall have received from the Borrowerfollowing, the Parent each in form and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence substance reasonably satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have receivedLender: (i) a certificate of a Responsible Officer executed copies of (Ax) this Agreement from each of Cadista and the Guarantor and (y) the Note, the Security Agreement, the Guarantee Agreement, the Mortgage(s) and each other Loan Document from each Loan Party party thereto; (or ii) a copy of the general partner Certificate of Incorporation of each Loan Party, certified as of a recent date by the Secretary of State or sole member similar authority of its jurisdiction of formation; (iii) a copy of the Bylaws of each Loan Party, certified by the Secretary or an Assistant Secretary or other authorized person of such Loan Party; (iv) certifying as to the incumbency and genuineness a copy of the signature resolutions or other authorizing documents of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing approving the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowings hereunder and the Merger; (v) an incumbency certificate executed by the Secretary or an Assistant Secretary or other authorized person of each Loan Party or equivalent document, each certifying that attached thereto is a true, correct the names and complete copy signatures of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, officers of such Loan Party or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) a favorable opinion of counsel for the Loan Parties, addressed to the Lender with respect to issues under Delaware and New York law, dated the Closing Date; (vii) evidence that all amendments theretoinsurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, certified together with certificates of insurance naming the Lender as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of a recent date the Borrower and the Guarantor that constitute Collateral; (viii) evidence of payment of all costs, expenses, fees and other compensation (including attorneys’ fees and expenses) required to be paid to the Lender by the appropriate Governmental Authority in its jurisdiction Loan Parties pursuant to this Agreement or any other written agreement on or prior to the Closing Date; (ix) a certificate from the Chief Financial Officer of organization, (2) the limited partnership agreement, operating agreement, bylaws Borrower or other governing document, as applicable, authorized officer with knowledge of such the financial position of the Loan Party as in effect on Parties dated the Closing Date certifying as to the matters set forth in Section 5.01(q) of this Agreement as to Solvency; (x) an executed copy of the Merger Certificate, in form and substance reasonably acceptable to the Lender; (3xi) resolutions the Merger shall have been (or shall substantially concurrently be) consummated in accordance with the terms described in the applicable documentation related thereto (including the Merger Certificate), and no provision in such documentation shall have been amended or waived in any respect adverse to the interests of the Lender without the prior written consent of the Lender; (xii) evidence of satisfaction of the Security Requirement; (xiii) such documentation and other information that the Lender reaspnably requests as to the Loan Parties in order for the Lender to comply with its regulatory requirements and its internal policies, including its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (xiv) duly adopted executed subordination agreements in substantially the form of Exhibit H in respect of all present and future intercompany Debt of the Borrower, determined on a Consolidated basis, presently owing or committed to any of its Affiliates, in form and substance acceptable to the Lender; (xv) a letter from the Process Agent indicating its irrevocable consent to its appointment as process agent for the Guarantor and Cadista and accepting its appointment as process agent for the Guarantor and Cadista in connection contemplated by the general partnerLoan Documents; (xvi) a copy of an opinion of the financial advisor to Cadista, board addressed to Cadista’s Special Committee of directors or the Board of Directors, that the offer price to be paid by Jubilant in connection with the consummation of the Merger (other governing bodythan to holders of dissenter’s rights) is fair from a financial point of view to the holders of Cadista’s shares (other than Jubilant and its affiliates), which opinion is expected to be filed, together with with Cadista’s Schedule 14D-9, with the Securities and Exchange Commission; (xvii) evidence that all governmental, regulatory and other third party consents and approvals required in connection with the Loan Documents have been obtained and are in full force and effect; (xviii) evidence that each Loan Party has obtained all permits and licenses necessary to engage in the transactions contemplated hereby, and that such permits and licenses are in full force and effect; (xix) results of an audit of the inventory of Jubilant and Cadista, completed by an external auditor chosen by the Lender in its sole discretion, in form and substance reasonably acceptable to the Lender; (xx) a copy of the audited financial statements of Cadista and the Guarantor, on a Consolidated basis, as applicable, at the end of such Loan Party authorizing Person’s fiscal year accompanied by an unqualified report and approving opinion thereon of KNAV P.A. or such other independent certified public accountants reasonable acceptable to the Transactions Lender, and a copy of the executionunaudited balance sheet, delivery income statement and performance cash flow statement of Jubilant, prepared on a standalone and not on a Consolidated basis, as at the end of Jubilant’s last fiscal year; and (xxi) a down date endorsement to the Title Policy (as defined in the Mortgage) or, if an endorsement is not available, a letter from the title company that issued such Title Policy, showing “nothing further” of record affecting the subject Mortgaged Property from the date of recording of such Mortgage, except such matters as Lender approves in writing in its sole discretion; (b) the representations and warranties contained in this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a shall be true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as though made on and as of the date of the Closing Date both before and after giving effect to the Merger, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date).; (gc) On no event or condition shall have occurred and be continuing that would constitute an Event of Default or Potential Event of Default; (d) the Closing Datefollowing statements shall be true and the Lender shall have received the notice of borrowing required by Section 2.01(b), immediately after giving effect which notice shall be deemed to be a certification by the Transactions occurring Borrower that: (i) the representations and warranties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of such date as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; (ii) no Default event or condition has occurred and is continuing, or would result from such Borrowing, that would constitute an Event of Default or Potential Event of Default; (iii) all Loan Documents are (and upon consummation of the Merger will be) in full force and effect and each Loan Party will have performed in all material respects all agreements and satisfied all conditions which this Agreement and other Loan Documents provide shall exist be performed or would result therefromsatisfied by it on or before such date; and (iv) since the date of the most recent audited financial statements of each Loan Party received by the Lender, no Material Adverse Effect has occurred; and (e) not more than three (3) months shall have passed since the occurrence of the Effective Date.

Conditions Precedent to Closing Date. This Agreement and the Commitments of the Lenders hereunder shall become effective upon and the satisfaction Revolving Commitments shall be available on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waiver waived in accordance with Section 10.01) of the following conditions precedent:9.01): (a) The Administrative Agent shall have executed this Agreement and (or its counsel) shall have received from the BorrowerSTERIS Corporation, the Parent STERIS plc and each of the Lenders other Closing Date Party and each Lender either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a facsimile or electronic transmissionsigned signature page of this Agreement) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have executed the Guarantee Agreement All fees and shall have received from each Loan Party either (i) a counterpart other amounts that are required to be reimbursed or paid and are then due and payable by any of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory Borrowers to the Administrative Agent (which may include a facsimile Agent, each Joint Lead Arranger and the Lenders under the Loan Documents or electronic transmission) that pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date and to the extent such party has signed a counterpart of amounts are payable on or prior to the Guarantee AgreementClosing Date. (c) The Administrative Agent (or its counsel) shall have receivedreceived on or before the Closing Date: (i) a certificate of a Responsible Officer of (A) each Loan Party (or Certified copies of the general partner resolutions or sole member of such Loan Party) certifying as to the incumbency and genuineness similar authorizing documentation of the signature governing bodies of STERIS Corporation, STERIS plc and each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing such Person to enter into and approving perform its obligations under the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Closing Date from the jurisdiction of formation of STERIS Corporation, STERIS plc and each other Closing Date Party, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS plc or any Closing Date Party that is an entity organized under the laws of England and Wales); (iii) A customary certificate of a Responsible Officer STERIS Corporation, STERIS plc and each other Closing Date Party certifying the names and true signatures of the General Partnerofficers and/or directors of STERIS Corporation, on behalf STERIS plc and each other Closing Date Party authorized to sign this Agreement and the other documents to be delivered hereunder and, in the case of the ParentSTERIS plc, certifying as to the satisfaction of the conditions set forth in paragraphs (fSection 3.01(h) and (g) of this Section 4.01i); and (iiiiv) certificates as A favorable opinion letter of a recent date setting forth (A) the good standing General Counsel of STERIS Corporation and (B) Wachtell, Lipton, Xxxxx & Xxxx and other legal counsel to STERIS Corporation and each Loan other Closing Date Party reasonably satisfactory to the Administrative Agent, in each case in form and substance consistent with those delivered under the laws of its jurisdiction of organizationExisting Credit Agreement or, as applicable such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS Corporation, STERIS plc and each Closing Date Party). (d) SECTION 3.01 [Reserved]. (e) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLPreceived, counsel on or prior to the Loan PartiesClosing Date, addressed to the Administrative Agent and each Lender, in each case so long as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least three (3) no less than ten Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the all documentation and other information requested required by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all regulatory authorities under applicable “know your customer” requirements, (iii) all and anti-money laundering documentation reasonably requested by rules and regulations, including the Administrative Agent or any Lender Patriot Act, in each case relating to STERIS Corporation, STERIS plc and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulationother Closing Date Party. (f) Substantially contemporaneously therewith, the Existing Credit Agreement shall be terminated in full and all outstanding obligations thereunder shall be repaid in full (other than contingent obligations not then due). (g) To the extent Advances are being made on the Closing Date, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The representations and warranties of each the Loan Party Parties set forth in Article V and in any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except that any representation or if warranty which is already qualified by as to materiality or by reference to Material Adverse Effect, Effect shall be true and correct in all respectsrespects as so qualified) on and as of such date, except to the Closing Date (or, if extent such representation speaks as of representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date). (gi) On No Default has occurred and is continuing. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing DateDate in writing promptly upon the conditions precedent in this Section 3.01 being satisfied (or waived in accordance with Section 9.01), immediately after giving effect to the Transactions occurring on and such date, no Default or Event of Default notice shall exist or would result therefrombe conclusive and binding.

Conditions Precedent to Closing Date. This The closing of this Agreement and shall occur on the Commitments of date (the Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01“Closing Date”) of on which the following conditions precedentprecedent shall have been satisfied: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (ior its counsel) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either applicable party the following, each dated such day (unless otherwise specified): (i) a A counterpart of the Guarantee this Agreement and each Note (if requested by any Lender) signed on behalf of such each party or thereto. (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart A copy of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a articles or certificate of a Responsible Officer of (A) each Loan Party incorporation (or equivalent Constituent Document) of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments theretoBorrower, certified as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in its jurisdiction effect on the date of organizationsuch certification, (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (ii) above and (D) the resolutions of the Board of Directors approving and authorizing the execution, delivery and performance of this Agreement. (iv) An opinion of Xxxxxx LLP, as special counsel to the Borrower, reasonably acceptable to the Administrative Agent. (b) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower). (c) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Lenders. (d) (i) No Default shall have occurred and be continuing on the Closing Date,(ii) the representations and warranties contained in Article 4 shall be accurate in all material respects on and as of the Closing Date (except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be accurate in all material respects as of such earlier date, or (2) the limited partnership agreementis qualified by materiality or #96301122v26 subject to a Material Adverse Effect qualification, operating agreement, bylaws or other governing document, in which case it shall be accurate in all respects) as applicable, if made on and as of such date, (iii) no injunction affecting the execution, delivery or performance of the Loan Party as Documents shall have been issued and remain in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (Biv) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion a certificate of Xxxxxx & Xxxxxx LLPa duly authorized officer of the Borrower, counsel to dated the Loan PartiesClosing Date, addressed to stating that each of the Administrative Agent and each Lender, conditions precedent set forth in each case as to such customary matters regarding the Loan Parties, the Transactions and clauses (i)-(iii) of this Agreement and in such form as the Administrative Agent may reasonably requestSection 3.01(d) have been satisfied. (e) The Parent and the Borrower shall have provided evidence reasonably satisfactory to the Administrative Agent that all principal of and interest on any loans outstanding under, and all accrued fees under, the Existing Credit Facility, and all fees then due in accordance with the fee letters dated November 30, 2022, shall have been paid in full. The Administrative Agent shall promptly notify the Borrower and the Lenders, to the extent requested at least three (3) Business Days prior to Lenders of the Closing Date, with respect and such notice shall be conclusive and binding on all parties hereto. The Lenders that are parties to the ParentExisting Credit Facility, constituting the “Required Lenders” under the Existing Credit Facility, and the Borrower and the other Loan Parties, agree that (i) the documentation commitments under the Existing Credit Facility shall terminate automatically on the Closing Date without need for further action by any party to the Existing Credit Facility and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or requirements of notice for any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” prepayment under the Beneficial Ownership RegulationExisting Credit Facility necessary to satisfy the conditions stated in Section 3.01(e) or the termination of commitments pursuant to clause (i) above are hereby waived. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement and The obligation of each Lender on the Commitments of the Lenders hereunder Closing Date to make any Loan requested to be made by it shall become effective upon be subject to the satisfaction (or waiver in accordance with Section 10.01) of all of the following conditions precedent: (a) The Administrative Agent shall have executed this Agreement and (or its counsel) shall have received on or before the Closing Date from the Borrower, the Parent and each of the Lenders party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include a facsimile telecopy or electronic transmissiontransmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and (or its counsel) shall have received from on or before the Closing Date all Loan Documents and agreements, documents and instruments described in the List of Closing Documents attached hereto as Exhibit E hereto, each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreementparties thereto. (c) The Administrative Agent shall have received: Except (ia) a certificate of a Responsible Officer of as set forth in the Glimcher Disclosure Letter (Aas defined in the Merger Agreement), or (b) each Loan Party as disclosed in publicly available Glimcher SEC Filings (as defined in the Merger Agreement), filed with, or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporationfurnished to, as applicable, the Commission on or after January 1, 2013 and prior to the date of the Merger Agreement (excluding any risk factor disclosures contained in such Loan Party documents under the heading “Risk Factors” and all amendments theretoany disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, certified predictive or forward-looking in nature), between December 31, 2013 and the date of the Merger Agreement, except as of a recent date contemplated by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws Merger Agreement or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs Section 4.8 of the Glimcher Disclosure Letter (f) as defined in the Merger Agreement), there has not been any effect, event, development or circumstance that, individually or in the aggregate with all other effects, events, developments and changes, would reasonably be expected to result in a Glimcher Material Adverse Effect (g) as defined in the Merger Agreement). Since the date of this Section 4.01; and (iii) certificates as of the Merger Agreement, there shall not have been any event, circumstance, change, occurrence, development or effect that, individually or in the aggregate, has had or would reasonably be expected to have a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organizationGlimcher Material Adverse Effect. (d) The Administrative Agent Acquisition shall have received an opinion been or shall be, substantially simultaneously with the initial Borrowings, consummated in accordance with the terms of Xxxxxx & Xxxxxx LLPthe Merger Agreement (without giving effect to any amendments, counsel modifications, supplements, waivers or consents after September 16, 2014 by the Company (including any change in the definition of Glimcher Material Adverse Effect or Sections 9.7, 9.11(c), 9.12 and 9.14 of the Merger Agreement or in the purchase price (excluding any adjustments provided for in the Merger Agreement)) that are materially adverse to the Loan Partiesinterests of the Lenders (in their capacities as such) and not approved by the Lead Arranger (which approval shall not be unreasonably withheld, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably requestconditioned or delayed)). (e) The Parent and the Borrower Company shall have provided delivered to the Administrative Agent a certificate as to the financial condition and solvency of Borrower and its subsidiaries (on a consolidated basis, after giving effect to the Transaction), substantially in the form attached as Exhibit I hereto. (f) All fees due and payable to the Administrative Agent, the Lead Arranger and the LendersLenders pursuant to the Fee Letter and, to the extent requested invoiced at least three (3) two Business Days prior to the Closing Date, with respect all reasonable and documented expenses to be paid or reimbursed to the ParentAdministrative Agent and the Lead Arranger on or prior to the Closing Date pursuant to the Commitment Letter, shall have been paid or shall be paid from the proceeds of the Loans. (g) To the extent requested at least seven Business Days prior to the Closing Date by the Lead Arranger, the Borrower and the other Loan Parties, (i) shall have delivered the documentation and other information requested by with respect to the Borrower to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and any Lender in order to comply with the requirements of regulations, including the Patriot Act, (ii) prior to the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationClosing Date. (fh) The representations Lead Arranger shall have received (1) audited consolidated balance sheets and warranties related statements of income and cash flows of the Acquired Business for its most recent two fiscal years ended at least 90 days prior to the Closing Date and (2) unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for each Loan Party set forth of its fiscal quarters ended after the close of its most recent fiscal year and at least 75 days prior to the Closing Date (but excluding the fourth quarter of any fiscal year). The Acquired Business’s filing of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in Article V and in any other Loan Documenteach case, will satisfy the requirements under clauses (1) or which are contained in any document furnished at any time under or in connection herewith or therewith(2) as applicable, of this paragraph. (i) The Specified Representations shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date)Date. (gj) On The Merger Agreement Representations shall be true and correct in all respects as of the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement The agreement of each Lender to make Term Loans on the Closing Date is subject solely to the satisfaction or waiver by the Administrative Agent and the Commitments Required Lenders, prior to or substantially concurrently with the making of the Lenders hereunder shall become effective upon Term Loans on the satisfaction (or waiver in accordance with Section 10.01) Closing Date, of the following conditions precedent: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent shall have received an opinion the following: (a) this Agreement, dated as of Xxxxxx & Xxxxxx LLPthe Closing Date, counsel duly executed and delivered by Holdings and each Borrower and the other parties party thereto. (b) the US Collateral Agreement, the Guaranty, the Intellectual Property Security Agreements and the Fee Letter, in each case, dated as of the Closing Date, duly executed and delivered by each of the Loan Parties party thereto. (2) The Chapter 11 Cases shall have been commenced in the Bankruptcy Court and all of the First Day Orders shall have been entered by the Bankruptcy Court and such orders and all related pleadings shall be in form and substance reasonably satisfactory to the Loan PartiesRequired Lenders and consistent with the Approved Budget. (3) The Interim DIP Financing Order shall have been entered by the Bankruptcy Court within three (3) Business Days of the Petition Date and the Administrative Agent shall have received a true and complete copy of such order, addressed to and such order shall be in the form of Exhibit B, hereto, be in full force and effect and shall not have been reversed, modified, amended, stayed or vacated absent prior written consent of the Administrative Agent and each Lenderthe Required Lenders. (4) No order shall have been entered appointing a trustee, in each case as examiner or receiver (or local law equivalent) with respect to such customary matters regarding any of the Loan Parties’ or their respective Subsidiaries’ business, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably requestproperties or assets. (e5) The Parent and the Borrower shall have provided paid (a) to the Administrative Agent, all fees required to be paid on the Closing Date pursuant to the Fee Letter, and (b) to the Administrative Agent and the Lenders, the fees, costs and expenses then earned, due and payable under the Loan Documents (including, without limitation, the fees, costs and expenses of the Lender Advisors in connection with the Chapter 11 Cases and the negotiation, preparation, execution and delivery of the Loan Documents and the RSA). (6) The Administrative Agent shall have received a certificate of a Responsible Officer of Holdings, dated the Closing Date, and attaching (or referencing resolutions made available to the Agent and Lender Advisors) and certifying true and complete copies of resolutions of each of the Debtors, duly adopted by the Board of Directors (or equivalent body in the Relevant Jurisdiction of such Debtor, including if required by law in any applicable jurisdiction, a copy of the resolutions or its shareholders meeting) of such Debtor authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (7) [reserved] (8) [reserved] (9) [reserved] (10) [reserved] (11) The Administrative Agent, for its benefit and the benefit of each other Secured Party, shall have been granted a perfected lien on the Collateral by the Interim DIP Financing Order on the terms and conditions and, with the requisite priority, set forth herein and in the other Loan Documents. The Security Documents and the Interim DIP Financing Order, upon entry thereof and subject to the terms thereof, shall be effective to create in favor of the Collateral Agents, for the benefit of the Secured Parties, legal, valid, enforceable, perfected and (if applicable) unavoidable Liens on and security interests in the Collateral as set forth in Section 3.14 and Section 20 to the Interim DIP Financing Order. The Loan Parties shall have delivered UCC financing statements (or, where available, local equivalent), in suitable form for filing, and shall have made arrangements for the filing thereof that are reasonably acceptable to the Administrative Agent and the Required Lenders. (12) The Borrowers and the Administrative Agent shall have established the DIP Account. (13) To the extent included in the Collateral and required to be pledged pursuant to the Security Documents on the Closing Date, the Loan Parties shall have used their commercially reasonable efforts to deliver to the Administrative Agent the certificates representing the Equity Interests (if such Equity Interests are certificated) owned by each Loan Party, in each case together with an undated stock power or stock transfer form for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, to the extent requested applicable. (14) The Administrative Agent shall have received the Approved Budget in form and substance acceptable to the Required Lenders, it being understood that the budget attached to the form of Interim DIP Financing Order attached hereto as Exhibit B is an Approved Budget. (15) The Borrowers shall have paid (or caused to be paid) to the Administrative Agent and Lenders the fees, costs and expenses then earned, due and payable under the Loan Documents (including, without limitation, the fees, costs and expenses of the Lender Advisors in connection with the Chapter 11 Cases and the negotiation, preparation, execution and delivery of the Loan Documents and the RSA). (16) The RSA shall not have been terminated by all of the applicable parties thereto and shall be in full force and effect and the RSA shall not have been modified, amended, or otherwise changed absent prior written consent of each of the parties thereto required for such modification, amendment or change. (17) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower on behalf of the Loan Parties certifying that (x) the conditions in this Section 4.01 have been satisfied and (y) either (i) all authorizations or approvals of any Governmental Authority and approvals or consents of any other Person, required in connection with the Loan Documents shall have been obtained, or (ii) that no such authorizations, approvals, and consents are so required. (18) The Administrative Agent shall have received a customary legal opinion of Kxxxxxxx & Exxxx LLP, special New York counsel to the Loan Parties and covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request. (19) Other than as a result of the Chapter 11 Cases or as otherwise disclosed in the first day declaration in the Chapter 11 Cases, since December 31, 2022, there has not occurred any event, occurrence, effect, fact, condition, change or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (20) There shall exist no action, suit, investigation, litigation or proceeding pending or (to the knowledge of the Loan Parties) threatened in any court or before any arbitrator or governmental instrumentality (other than the Chapter 11 Cases and any action, suit, investigation or proceeding arising from the commencement and continuation of the Chapter 11 Cases or the consequences that would normally result from the commencement and continuation of the Chapter 11 Cases) that is not stayed and could reasonably be expected to result in a Material Adverse Effect. (21) All necessary governmental and third party consents and approvals necessary in connection with this Agreement and the transactions contemplated hereby shall have been obtained (without the imposition of any materially adverse conditions that are not acceptable to the Required Consenting First Lien Lenders (as defined in the RSA)) and shall remain in effect; and the making of the loans under this Agreement shall not violate any material applicable requirement of law and shall not be enjoined temporarily, preliminarily or permanently. (22) The Administrative Agent shall have received at least three two (32) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least three (3) days prior to the Closing Date by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested that it reasonably determines is required by the Administrative Agent in order to comply with all regulatory authorities under applicable “know your customer” requirements, (iii) all and anti-money laundering documentation reasonably requested by rules and regulations, including without limitation the Administrative Agent or any Lender PATRIOT Act and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership RegulationProceeds of Crime Act. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. This Agreement and the Commitments The obligations of the Lenders hereunder shall become effective upon to make Initial Term Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.019.08) of the following conditions precedenton the Closing Date: (a) The Administrative Agent shall have executed this Agreement and (or its counsel) shall have received from each of the Parent Borrower, the Parent Co-Borrower and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmissiontransmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Lenders shall have executed the Guarantee Agreement and shall have received from each Loan Party either received, (i) a counterpart written opinions of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as special counsel for the Guarantee Agreement signed on behalf of Loan Parties and from such party or other U.S. local counsel for the Loan parties as the Required Lenders may request (iiA) evidence satisfactory dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Closing Date and (which may include C) in form and substance reasonably satisfactory to the Required Lenders covering such matters relating to the Loan Documents as the Required Lenders shall reasonably request and (ii) a facsimile or electronic transmissionwritten opinion of Xxxxxxx, Xxxxx & Xxxxxxxxx LLP, as Canadian counsel for the Loan Parties and from such other Canadian local counsel for the Loan Parties as the Required Lenders deem necessary, (A) that dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Required Lenders covering such party has signed a counterpart of matters as the Guarantee AgreementRequired Lenders shall reasonably request. (c) The Administrative Agent shall have receivedreceived a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct true and complete copy of (1) the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or incorporationother equivalent constituent and governing documents, as applicableincluding all amendments thereto, of such Loan Party and all amendments theretoParty, (1) in the case of a corporation, certified as of a recent date by the appropriate Governmental Authority in its Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) in the case of the U.S. Loan Parties, that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, operating agreement, bylaws limited liability company agreement or other equivalent constituent and governing document, as applicable, documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (3iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by by, the general partner, board Board of directors Directors (or other equivalent governing body, as applicable, ) of such Loan Party (or its managing general partner or managing member) authorizing and approving the Transactions and the execution, delivery and performance of this Agreement the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Parent Borrower and the other Loan Documents to which it is a partyCo-Borrower, the borrowings hereunder, and (B) that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization;Closing Date, (iiv) a certificate as to the incumbency and specimen signature of a Responsible Officer of the General Partner, each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Parentsuch Loan Party, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iiivi) certificates as the name and title of a recent date setting forth the good standing of any Responsible Person with respect each such applicable Loan Party under the laws of its jurisdiction of organizationParty. (d) The Administrative Agent and Lenders shall have received an opinion a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of Xxxxxx & Xxxxxx LLPthe Parent Borrower, counsel together with all attachments contemplated thereby, and the Lenders shall have received the results of a search of the Uniform Commercial Code or PPSA (or equivalent), tax and judgment, United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office filings made with respect to the Loan Parties, addressed Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and each Lender, in each case as Required Lenders that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released (or arrangements reasonably satisfactory to the Required Lenders for such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request.release shall have been made); (e) The Parent and the Borrower Administrative Agent shall have provided received a solvency certificate substantially in the form of Exhibit H and signed by a Financial Officer of the Parent Borrower confirming the solvency of the Parent Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date; (f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced at least one (1) Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, Goodmans LLP and Xxxxxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans); (g) Except as set forth in Schedule 5.13 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”), the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date; (h) The Administrative Agent and the LendersLenders shall have received all documentation and other information required by Section 3.25(a)(ii) and (iii) on or prior to the dates set forth therein, as applicable, to the extent such information has been requested at least not less than three (3) Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, ; (i) the documentation and other information requested by the The Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested shall have received a Borrowing Request as required by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation.Section 2.03; (fj) The representations and warranties of each Loan Party set forth in Article V and in any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effectas of such date, in all respects) each case, with the same effect as though made on and as of such date, except to the Closing Date (or, if extent such representation speaks as of representations and warranties expressly relate to an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified by materiality, Material Adverse Effect or similar language (in which case such representations and warranties shall be true and correct in all respects).; (gk) On At the Closing Date, time of and immediately after giving effect to the Transactions occurring on such dateBorrowing, no Default or Event of Default shall exist have occurred and be continuing; (l) The Administrative Agent and the Lenders shall have received a closing date certificate substantially in the form of Exhibit I and signed by a Financial Officer of the Parent Borrower which shall include certifications to the effect that the conditions precedent set forth in Sections 4.01(j) and (k) hereof have been satisfied on the Closing Date; (m) Farm Credit Canada shall have provided its consent to the incurrence of the Initial Term Loan Facility; and (n) The Administrative Agent and the Lenders shall have received the Historical Financial Statements. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender shall be deemed to have consented to, approved or would result therefromaccepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Conditions Precedent to Closing Date. This The obligations of the parties hereto to enter into the transactions contemplated by this Agreement and the Commitments other Transaction Documents and to take the actions to be taken by each such party which are contemplated by Section 2.1 to occur on the Closing Date shall be subject to satisfaction or waiver as of the Lenders hereunder Closing Date of the following conditions precedent (provided, that the obligations of any party shall become effective upon not be subject to any conditions contained in this Section 3.2 which are required to be performed or caused to be performed by such party or any of its respective Affiliates): (a) Each Certificate Purchaser shall have funded the satisfaction (or waiver Advance to be made by it on the Closing Date in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the Parent and each of the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement2.3. (b) The Administrative Agent shall have executed the Guarantee Agreement and Each Certificate Purchaser shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreementits respective Certificates in accordance with Section 2.4. (c) The Administrative Agent Deepwater shall have received: (i) a certificate of a Responsible Officer of (A) each Loan Party (or of given the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and Agent not less than three (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy Business Days prior written notice of the certificate of organization of Closing Date, which notice may be included in the General Partner Advance Request delivered in accordance with Section 2.3 and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (d) The Administrative Agent Certificate Purchaser shall have received an opinion a funding indemnity letter from R&B Falcon and Conoco in the form of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least Exhibit A hereto not less than three (3) Business Days prior to the Closing Date. (d) All parties thereto shall have executed and delivered each of the Transaction Documents to be entered into on the Closing Date, with respect as indicated on Schedule 1 hereto. (e) Deepwater shall have delivered to the ParentCharter Trustee (with copies for each Certificate Purchaser) copies of the Services Agreements, the Borrower Construction Contract, the Drilling Contracts, and the other Loan PartiesDrilling Contract Guaranties, (i) the documentation copies of all purchase orders and other information requested by documents relating to the Administrative Agent and any Lender in order to comply with the requirements purchase of the Patriot ActOFE, (ii) together with any amendments thereto, in each case certified by an authorized representative of Deepwater to be true, complete and correct copies thereof as of the documentation Closing Date and other information requested by each of the Administrative Agent Services Agreements, the Construction Contract, the Drilling Contracts and the Drilling Contract Guaranties shall be in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent full force and effect and no default or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulationmaterial breach shall exist thereunder. (f) The representations Documentation Agent and warranties of each Loan Party set forth Certificate Purchaser shall have received the Appraisal in Article V form and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, substance satisfactory to the Documentation Agent and Deepwater shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date)have received a copy thereof. (g) On All Taxes, fees and other charges due in connection with the execution, delivery, performance, recording, filing and registration of the Transaction Documents on the Closing Date shall have been paid. (i) White & Case LLP, special counsel to Deepwater, shall have issued its opinion to the effect and in the form set forth in Exhibit B; (ii) Wayne K. Anderson, in-house counsel to Conoco, shall have delixxxxx xxs opinion to the effect and in the form set forth in Exhibit D; (iii) Wayne K. Hillin, counsel to R&B Falcon, shall have delivered hxx xxxxxxx xx xhe effect and in the form set forth in Exhibit E; (iv) Arias, Fabrega & Fabrega, Panamanian counsel, shall have delivxxxx its opinion to the effect and in the form set forth in Exhibit P; and (v) Cynthia L. Corliss, Vice President and Trust Counsel of Wilminxxxx Xxxxx Xxxxxxx, and Richards, Layton & Finger, counsel to the Charter Trustee and Xxxxxxxxxx Xxxxx, shall have delivered their opinions to the effect and in the form set forth in Exhibit U. (i) All actions required to have been taken by any Government Authority on or prior to the Closing Date in connection with the transactions contemplated by this Participation Agreement and the other Transaction Documents shall have been taken and all Government Actions required to be in effect on or prior to the Closing Date in connection with the transactions contemplated by this Participation Agreement and the other Transaction Documents shall have been issued or made, and all such Government Actions shall be in full force and effect on the Closing Date. All necessary consents, immediately after giving effect approvals and authorizations of all non-Government Authorities required on the part of Deepwater, the Investment Trust, the Trustees or third parties to be obtained, given or made on or prior to the Transactions occurring on Closing Date in connection with the execution and delivery of the Transaction Documents and transactions contemplated hereby and thereby shall have been obtained, given or made and shall be in full force and effect. (j) No action shall have been instituted, nor shall any action or proceeding be threatened, before any Government Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Government Authority (i) to set aside, restrain, enjoin or prevent the performance of this Participation Agreement, any other Transaction Document or any transaction contemplated hereby or thereby or (ii) which would have a Material Adverse Effect. (k) The transactions contemplated by the Transaction Documents do not and will not (i) violate any Applicable Law, (ii) contravene any charter, by-laws or other organizational document of Deepwater, the Members, Conoco, R&B Falcon, the Investment Trust, the Trustees, the Agent or any Certificate Purchaser, (iii) contravene any contract, agreement or other arrangement to which Deepwater, the Investment Trust, the Trustees, the Agent or any Certificate Purchaser is a party or by which any of their respective properties or assets are bound, or (iv) subject Deepwater, any Member, the Investment Trust, the Trustees, the Agent or any Certificate Purchaser to any regulations to which such dateparty had not been subject prior to entering into such Transaction Documents and which would be materially adverse to such party. (l) Deepwater, no Default each Member, Conoco and R&B Falcon shall have each delivered, or Event of Default shall exist or would result therefrom.have caused to be delivered, to the Agent, and the Trustees the following, in each case in form and substance satisfactory to the Documentation Agent (with copies for each Certificate Purchaser):

Conditions Precedent to Closing Date. This Agreement The occurrence of the Closing Date and the Commitments obligation of each Lender to make any Advance hereunder on the Lenders hereunder Closing Date shall become effective upon be subject to the satisfaction conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or waiver in accordance with Section 10.01) of such applicable conditions precedent have been waived by the following conditions precedent:Administrative Agent): (a) The Administrative Agent each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall have executed each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and shall have received from the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Parent Collateral Manager and each the Equityholder contained in the Facility Documents shall be true and correct as of the Lenders either Closing Date (i) a counterpart of this Agreement signed on behalf except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement.earlier date); (bd) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party one or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) a certificate more certificates of a Responsible Officer of (A) each Loan Party (or of the general partner or sole member of such Loan PartyBorrower, the Equityholder and the Collateral Manager certifying (i) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organizationConstituent Documents, (2ii) the limited partnership agreement, operating agreement, bylaws as to its resolutions or other governing document, as applicable, action of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the its general partner, board of directors or other governing bodyboard of managers, as applicable, of such Loan Party authorizing and managing member or members approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; (iie) a certificate proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of a Responsible Officer of State and any other applicable filing office in any applicable jurisdiction that the General Partner, on behalf of Administrative Agent deems reasonably necessary or desirable in order to perfect the Parent, certifying as interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the satisfaction of Collateral Agent’s first‑priority security interest in the conditions set forth in paragraphs Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non‑contravention with organizational documents and, to the extent applicable, the status of the Borrower under the Investment Company Act, the capacity to sue and be sued of the Borrower), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) all of this Section 4.01; andthe Covered Accounts denominated in Dollars shall have been established and shall be subject to the applicable Account Control Agreement; (iiih) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. evidence reasonably satisfactory to it that (di) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed all fees and expenses due and owing to the Administrative Agent under the Facility Documents on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and each Lender, in each case as to such customary matters regarding (ii) the Loan Parties, the Transactions reasonable and this Agreement documented out‑of‑pocket fees and in such form as the Administrative Agent may reasonably request. (e) The Parent and the Borrower shall have provided expenses of counsel to the Administrative Agent and the Lenders, and of counsel to the extent requested at least three Custodian, the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower in accordance with Section 12.04(a); (3i) Business Days prior evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (j) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (k) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (l) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Parent, Collateral shall be held in trust for the Borrower and benefit of the other Loan Collateral Agent on behalf of the Secured Parties; and (m) sufficiently in advance of the Closing Date, (ix) the all documentation and other information requested required by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all bank regulatory authorities under applicable “know your customer” requirements, (iii) all and anti-money laundering documentation reasonably requested by rules and regulations, including the Administrative Agent or any Lender PATRIOT Act and (ivy) a Beneficial Ownership Certification from each Loan Party that is if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth , a Beneficial Ownership Certification in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect relation to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefromBorrower.

Conditions Precedent to Closing Date. This Agreement and the Commitments obligations of each Lender to make its initial Advance and of each Issuing Bank to issue its initial Letter of Credit hereunder shall not become effective until the date on which each of the Lenders hereunder shall become effective upon the satisfaction (following conditions precedent is satisfied, or waiver waived in accordance with Section 10.01) of the following conditions precedent9.01: (a) The This Agreement shall have been executed by the Administrative Agent and the London Agent, and the Administrative Agent shall have executed this Agreement and shall have received from the BorrowerXxxxx Xxxxx, the Parent Borrower and each of the Lenders Initial Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent Holdco Guaranty Agreement shall have been executed the Guarantee Agreement by Xxxxx Xxxxx and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee AgreementAgent. (c) The Agents and the Lenders shall have received payment in full in cash of all fees and expenses due to them pursuant to the Commitment Letter, the JPM Fee Letter or the CoBank Fee Letter on or prior to the Closing Date and, in the case of expenses, to the extent invoiced at least one day prior to the Closing Date. (d) The Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrowers and Xxxxx Xxxxx under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (e) On the Closing Date, the following statements shall be true and the Administrative Agent shall have receivedreceived for the account of each Lender a certificate signed by a duly authorized officer of Xxxxx Xxxxx, dated the Closing Date, stating that: (i) a certificate of a Responsible Officer of (A) each Loan Party (or the representations and warranties contained in Section 4.01 are correct on and as of the general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible OfficerClosing Date, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization;and (ii) a certificate of a Responsible Officer no event has occurred and is continuing on and as of the General Partner, on behalf Closing Date that constitutes a Default or Event of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organizationDefault. (df) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx LLPon or before the Closing Date the following, counsel to the Loan Partieseach dated such day, addressed in form and substance reasonably satisfactory to the Administrative Agent Agent: (i) Certified copies of the resolutions of the Board of Directors of each of Xxxxx Xxxxx and the Parent Borrower approving this Agreement and, in the case of Xxxxx Xxxxx, the Holdco Guaranty Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Holdco Guaranty Agreement. (ii) Certificates of the Secretary or an Assistant Secretary of each Lenderof Xxxxx Xxxxx and the Parent Borrower certifying the names and true signatures of the officers thereof authorized to sign this Agreement and, in the case of Xxxxx Xxxxx, the Holdco Guaranty Agreement and certifying as to the organizational documents, the resolutions and the good standing of Xxxxx Xxxxx and the Parent Borrower and other customary matters. (iii) Opinions of (A) Xxxxxxxx & Xxxxx LLP, special New York counsel to Xxxxx Xxxxx and the Parent Borrower, and (B) internal counsel for Xxxxx Xxxxx, in each case as reasonably satisfactory to such customary matters regarding the Loan Parties, the Transactions and this Agreement and in such form as the Administrative Agent may reasonably requestAgent. (eg) The Parent and the Borrower Merger Transactions shall have provided been (or substantially concurrently with the occurrence of the Closing Date shall be) consummated, in each case pursuant to and on the terms set forth in the Merger Agreement and without giving effect to amendments, supplements, waivers or other modifications to the Administrative Agent and the Lenders, to the extent requested at least three (3) Business Days prior to the Closing Date, with Merger Agreement that are adverse in any material respect to the Parent, Lenders and that have not been approved by the Joint Lead Arrangers. The Parent Borrower and the other Loan Parties, shall be a wholly-owned Subsidiary of Xxxxx Xxxxx. (a) All amounts under (i) the documentation Five-Year Revolving Credit Agreement dated as of May 29, 2014, among Kraft Foods Group, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as administrative agents, the lenders party thereto and the other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Actparties thereto, (ii) the documentation Credit Agreement dated as of June 7, 2013, among X. X. Xxxxx Company, X.X. Xxxxx Corporation II, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, parties thereto and (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” 4.25% Second Lien Secured Notes due in 2020, issued under the Beneficial Ownership Regulation. (f) The representations Indenture, dated as of April 1, 2013, among X. X. Xxxxx Company, as the issuer, X.X. Xxxxx Corporation II, as a guarantor, the other guarantors party thereto from time to time, and warranties of Xxxxx Fargo Bank, National Association, as trustee and collateral agent, in each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, case shall be true and correct in all material respects have been (or if qualified by materiality or Material Adverse Effect, in all respects) on and as substantially concurrently with the occurrence of the Closing Date shall be) repaid and all commitments thereunder and guarantees and Liens created in connection therewith shall have been (oror substantially concurrently with the occurrence of the Closing Date shall be) terminated and released, if and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it (the transactions set forth in this clause (h), collectively, the “Refinancing”). The Administrative Agent shall notify Xxxxx Xxxxx, the Parent Borrower and the Lenders of the date which is the Closing Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such representation speaks Lender prior to the date that the Parent Borrower, by notice to the Lenders, designates as of an earlier date, as of such earlier date). (g) On the proposed Closing Date, immediately after giving effect specifying its objection thereto. Notwithstanding the foregoing, the obligations of the Lenders to make Advances and of the Transactions occurring Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied or waived at or prior to 5:00 p.m., New York City time, on July 6, 2015 (and, in the event such dateconditions shall not have been so satisfied or waived, no Default or Event of Default the Commitments shall exist or would result therefromterminate at such time).