Common use of Conditions Precedent to Initial Advances Clause in Contracts

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, and (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum Agreement and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, and (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form of Exhibit E heretoAgent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Five-Year Agreement shall have been refinanced pursuant to the Five-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant Date, (iv) each Departing Bank shall have received payment in full of all of the principal, accrued interest, fees, expenses, costs and other amounts owing to it under the Joint Fee Letter Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers have not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the Existing Credit Agreement) and (iiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form of Exhibit E heretoAgent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date date hereof is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the followingdate hereof, each dated the Closing Dateon or before such date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) The A fully Notes executed copy of this Agreement, severally by each of the Local Currency Addendum and respective Borrowers to the order of each of the Japan Local Currency Addendumrespective Banks and this Agreement executed by the Borrowers. (b) Certified copies of the resolutions of the Board of Directors Directors, or the Executive Committee thereof, of each Borrower evidencing corporate authority to execute authorizing the execution of this Agreement and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderexecuted by such Borrower. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) all changes, if any, that have been made to the Certificate of Incorporation or Bylaws of such Borrower on or after June 15, 1995, and (ii) the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable)Notices of A Borrowing, the Japan Local Currency Addendum (if applicable) Notices of B Borrowing and the Notes to be executed by such Borrower and the any other documents to be delivered hereunderhereunder by such Borrower. (d) A favorable An opinion of Willxxx X. xxx Xxxxx, Xxneral Counsel of TWC, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Agent may reasonably request. (e) An opinion of Bracxxxxx & Xattxxxxx, X.L.P., special counsel for each of Caterpillar and CFSC, given upon their express instructionsto the Agent, substantially in the form of Exhibit D hereto. (ef) A favorable opinion certificate of Sidley Austin LLP, counsel for an officer of each Borrower (other than WPL and WilTel) stating the Agent, given upon respective ratings by each of S&P and Moodx'x of the Agent’s express instructions, substantially senior unsecured long-term debt of such Borrower as in effect on the form date of Exhibit E hereto. In addition, this Agreement; a certificate of an officer of WPL stating (iand showing the calculation of) the obligation WPL Debt to TNW Ratio as of each Bank requesting Notes to make its initial Advance is subject to March 31, 1997; and a certificate of an officer of WilTel stating (and showing the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (iicalculation of) the obligation WilTel Debt to EBITDA Ratio as of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency AddendumMarch 31, 1997.

Conditions Precedent to Initial Advances. The obligation of each Bank No Lender shall be obligated to make its initial any Advance on or hereunder from and after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Effective Date, nor shall any Lender, the Administrative Agent or the Managing Agents be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Managing Agents: (a) This Agreement and all other Transaction Documents or counterparts hereof or thereof shall have been paidduly executed by, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banksdelivered to, the one time upfront fees due parties hereto and payable on thereto and the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions (including, but not limited to, the documents listed in Schedule I to this Agreement) as any Managing Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or before prior to the day of the initial Borrowing the followingEffective Date, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency AddendumAdministrative Agent. (b) Certified copies Each Managing Agent shall have received such documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and shall be satisfied with the results of the resolutions of the Board of Directors of due diligence review performed by it and each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of Lender shall have received all documents evidencing other necessary corporate action and governmental internal approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of The Borrower shall have paid all fees required to be paid by it on the Secretary or an Assistant Secretary of each Borrower certifying Effective Date, including all fees required hereunder and under the names Lender Fee Letter, the Administrative Agent Fee Letter and true signatures of the officers Bank Fee Letter to be paid as of such Borrower authorized to sign this Agreementdate, and shall have reimbursed each Lender, the Local Currency Addendum (if applicable)Administrative Agent, the Japan Local Currency Addendum (if applicable) Syndication Agent, the Bank Parties, the Collection Account Bank and the Notes Funding Account Bank for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents, including the legal and other document preparation costs incurred by any Lender, the Administrative Agent, the Syndication Agent, the Bank Parties, the Collection Account Bank and the other documents to be delivered hereunderFunding Account Bank. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto[Reserved]. (e) A favorable opinion The Collateral Custodian shall have confirmed that it shall have received the Required Loan Documents for each Loan that is a Transferred Loan as of Sidley Austin LLP, counsel for the Agent, given upon Effective Date and confirmed that the Agent’s express instructions, substantially in Required Loan Documents satisfy the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject Review Criteria and delivered a Custodial Certificate to the further condition precedent Administrative Agent; provided that with respect to any such Required Loan Documents that are in Electronic Form, it is understood and agreed that only copies of such Required Loan Documents shall be delivered on the Effective Date, with the sole authoritative copies of such Required Loan Documents to be delivered in accordance with Section 5.1(pp). (f) The Administrative Agent shall have received, on or before the day received true and complete copies certified by a Responsible Officer of each of the initial BorrowingBorrower the Servicer and the BDC of all filings, authorizations and approvals by any Governmental Authority or other third party, if any, required in connection with the Notes dated transactions contemplated by this Agreement and the Closing Date other Transaction Documents. (g) The Administrative Agent shall have received the audited consolidated financial statements of the BDC and payable its Subsidiaries for the fiscal year ended December 31, 2020, and the unaudited interim consolidated financial statements of the BDC and its Subsidiaries for the most recent fiscal quarter then ended and which are available on the Effective Date. (h) No Material Adverse Effect with respect to the order Borrower shall have occurred since the date of such Bank, (ii) the obligation formation of the Local Currency Banks Borrower and no Material Adverse Effect with respect to make the initial Advances under the Local Currency Addendum Servicer shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumhave occurred since December 31, 2020.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, and (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum Addendum, and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its the initial Advance on or after the Closing Date Advances to be made by it hereunder is subject to the conditions precedent that (i) all principalsatisfaction, accrued intereston the date hereof, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreementsfollowing conditions precedent: (a) The representations and warranties of the Borrower contained in Section 4.01 shall be true and correct, accrued to the Closing Date, and no event shall have been paidoccurred and be continuing, and or shall result from such Advance or from the commitments application of the lenders thereunder to extend credit shall have terminatedproceeds therefrom, (ii) the Agent shall have received, that constitutes an Event of Default or would constitute an Event of Default but for the benefit of the Banks, the one requirement that notice be given or time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and elapse or both. (iiib) the The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated on or as of the Closing Datedate hereof, in form and substance satisfactory to the Administrative Agent and (except for the promissory notes referred to in (i) below) in sufficient copies for each Bank: (ai) A fully executed copy of this Agreement, Promissory notes of the Local Currency Addendum and Borrower payable to the order of each Bank requesting such a note in a form acceptable to the Japan Local Currency AddendumAdministrative Agent. (bii) Certified copies of the resolutions of the Board of Directors of each the Borrower evidencing corporate authority to execute and deliver approving this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunderLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such other Loan Documents, together with certified copies of the Local Currency Addendum certificate of incorporation and bylaws (if applicable)or equivalent documents) of the Borrower, and a certificate from the Japan Local Currency Addendum secretary of state of the State of Connecticut (if applicable), or other appropriate authority of such jurisdiction) evidencing the Notes and legal existence of the other documents to be delivered hereunderBorrower. (ciii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Agreement and the Notes other Loan Documents and the other documents to be delivered hereunderhereunder and attesting to the accuracy of the representations and warranties of the Borrower set forth in Section 4.01. (div) A favorable opinion of Xxxxxx and Xxxx LLP, counsel for each the Borrower, substantially in the form of Caterpillar Exhibit C hereto and CFSCas to such other matters as any Bank through the Administrative Agent may reasonably request. (v) A favorable opinion of King & Spalding LLP, given upon their express instructionscounsel for the Administrative Agent, substantially in the form of Exhibit D hereto. (evi) A favorable opinion of Sidley Austin LLP, counsel Such information as shall be sufficient for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of Administrative Agent and each Bank requesting Notes to make its initial Advance is subject to verify the further condition precedent that the Agent shall have received, on or before the day identity of the initial BorrowingBorrower for purposes of complying with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), as contemplated by Section 8.10 hereof. (vii) Such other information or documentation as the Notes dated Administrative Agent reasonably requests for the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency AddendumBorrower.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders Banks thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the Arranger Fee Letter, and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principalcommitment, accrued interestfacility, fees, expenses, costs agency and other amounts outstanding administrative fees provided for under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, and (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum Agreement and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Agent, given upon the Agent’s express xxxx xxx Xxxnt’x xxpress instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, and (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principalcommitment, accrued interestfacility, fees, expenses, costs agency and other amounts outstanding administrative fees provided for under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, and (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes ) and the other documents to be delivered hereunderNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes ) and the other documents to be delivered hereunderNotes. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum Addendum, and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Three-Year Agreement shall have been refinanced pursuant to the Three-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, (iv) each Departing Bank shall have received payment in full of all of the principal, accrued interest, fees, expenses, costs and other amounts owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers have not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the Existing Credit Agreement) and (iiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form of Exhibit E heretoAgent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders Banks thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank Lender to make its initial Advance on or after the Closing Date is hereunder shall be subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received on or before the day of the initial Borrowing Closing Date the following, each dated the Closing Date, in form and substance reasonably satisfactory to the Agent and in sufficient copies for each BankAdministrative Agent: (a) A fully executed copy of this Agreement, each of the Local Currency Addendum Facility Documents duly executed and of delivered by the Japan Local Currency Addendum.parties thereto, which shall each be in full force and effect; (b) Certified copies a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of the Board its board of Directors of each Borrower evidencing corporate authority to execute and deliver directors or members approving this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects 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 delivered hereundertrue and correct in all material respects as of such earlier date), (iv) to its knowledge, 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; (c) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all documents evidencing other necessary corporate action material respects as of the Closing Date (except to the extent such representations and governmental approvalswarranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects 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; (d) proper financing statements, duly filed on or before the Closing Date, under the UCC with the Delaware Secretary of State in order to perfect the interests in the Collateral contemplated by this Agreement; (e) copies of proper financing statement amendments, if any, with respect necessary to this Agreement, release all security interests and other rights of any Person in the Local Currency Addendum (if applicable), Collateral previously granted by the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder.Borrower or any transferor; (cf) A certificate legal opinions (addressed to each of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicableSecured Parties) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, to (i) the obligation Borrower, the Equityholder and the Collateral Manager, covering customary corporate matters, substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, the true sale nature of any transfers to the Borrower of Collateral Loans from the Equityholder, and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) the Collateral Agent, the Collateral Administrator and the Custodian, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established; (h) evidence that (i) all fees due and owing to the Administrative Agent and each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Winston & Sxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date), shall have been paid by the Borrower; (i) delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) as required under this Agreement shall have been effected; (j) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each Bank requesting Notes to make its initial Advance is subject item of Collateral pledged to the further condition precedent that the Agent shall have receivedCollateral Agent, on or before the day Closing Date and, in the case of clause (i) through (iv) below, after giving effect to the initial Borrowingtransactions contemplated on the Closing Date, including the merger of 405 Loan Funding LLC with and into the Borrower, the Notes dated acquisition of Collateral Loans contemplated to occur on the Closing Date and payable to the order Advances made on the Closing Date: (i) the Borrower is the owner of such Bank, Collateral free and clear of any Liens or claims of any nature whatsoever except for (A) those which are being released on the Closing Date and (B) Permitted Liens; (ii) the obligation Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Local Currency Banks Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to make this Agreement; (iv) the initial Advances under Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Local Currency Addendum shall Collateral Agent; and (v) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except as permitted by this Agreement; (k) the information required to be subject to any further conditions set forth in the Local Currency Addendum Borrowing Base Certificate and the Monthly Report in hard copy and in EXCEL or a comparable format; (iiil) evidence reasonably satisfactory to it that the TRS Agreement has been terminated; (m) the obligation of Closing Date Participation Agreement, duly executed and delivered by the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum parties thereto, which shall be subject to in full force and effect; and (n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any further conditions set forth in the Japan Local Currency AddendumLender shall have reasonably requested.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Five-Year Agreement shall have been refinanced pursuant to the Five-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, (iv) each Departing Bank shall have received payment in full of all of the principal, accrued interest, fees, expenses, costs and other amounts owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers have not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the Existing Credit Agreement) and (iiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form of Exhibit E heretoAgent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Three-Year Agreement shall have been refinanced pursuant to the Three-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant Date, (iv) each Departing Bank shall have received payment in full of all of the principal, accrued interest, fees, expenses, costs and other amounts owing to it under the Joint Fee Letter Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers have not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the Existing Credit Agreement) and (iiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form of Exhibit E heretoAgent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Short-Term Facility Fee Letter Letter, as well as the fees due and payable to the Arrangers on such date pursuant to such letter, and the fees due and payable to the Agent on such date pursuant to the Administrative Agent Fee Letter, and (iiiii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Agreement and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Five-Year Agreement shall have been refinanced pursuant to the Five-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the Arranger Fee Letter, and (iiiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such 50 Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Three-Year Agreement shall have been refinanced pursuant to the Three-Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the Arranger Fee Letter, and (iiiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank No Lender shall be obligated to make its initial any Advance hereunder from and after the Effective Date, nor shall any Lender, the Administrative Agent or the Managing Agents be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Managing Agents: (a) This Agreement and all other Transaction Documents or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions (including, but not limited to opinions regarding corporate matters, enforceability and perfection) as any Managing Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or after the Closing Date is subject prior to the conditions precedent Effective Date, each in form and substance satisfactory to the Administrative Agent. (b) Each Managing Agent shall have received such documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and shall be satisfied with the results of the due diligence review performed by it and each Lender shall have received all necessary internal approvals. (c) The Borrower shall have paid all fees required to be paid by it on the Effective Date, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and the Administrative Agent and Syndication Agent for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents, including the legal and other document preparation costs incurred by any Lender, the Administrative Agent and/or the Syndication Agent. (d) The Administrative Agent shall have received for ratable payment to each Managing Agent, all Commitment Fees due and payable under the Fee Letters. (e) The Administrative Agent shall have received the initial Administrative Agent Fee due and payable hereunder. (f) The Administrative Agent shall have received a copy of the updated Investment Advisory Agreement in effect as of the date hereof. (g) The Administrative Agent shall have received complete electronic copies of all Loan Documents for each Loan as of the Effective Date. (h) The Document Custodian shall have confirmed that it shall have received the Required Loan Documents for each Loan as of the Effective Date and confirmed that Required Loan Documents satisfy the Review Criteria. (i) all principal, accrued interest, fees, expenses, costs The Administrative Agent shall have received the documents listed in Schedule I to the Agreement on or before the Effective Date. (j) The Administrative Agent shall have received true and other amounts outstanding under the terms of each complete copies certified by a Responsible Officer of the Prior AgreementsBorrower of all filings, accrued to authorizations and approvals by any Governmental Authority or other third party, if any, required in connection with the Closing Date, transactions contemplated by this Agreement. (k) The Administrative Agent shall have been paidreceived the audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2018, and the commitments unaudited interim consolidated financial statements of the lenders Borrower as of March 31, 2019, for the most recent fiscal quarter then ended. (l) No Material Adverse Effect with respect to the Borrower shall have occurred since December 31, 2018. (m) The Administrative Agent shall have received (i) evidence that the CIBC Demand Loan Agreement, the CIBC Pledge Agreement, and the CIBC Loan Agreement have been paid off in full and released and the commitments thereunder to extend credit shall have terminated, (ii) any account control agreement covering the Agent shall have received, for the benefit CIBC Account has been terminated and released and any and all liens of the Banks, the one time upfront fees due and payable CIBC Bank USA on the Closing Date pursuant to the Joint Fee Letter CIBC Account have been terminated and released in full, and (iii) the Agent shall have received on or before the day a fully executed Account Control Agreement in favor of the initial Borrowing Administrative Agent covering the followingCIBC Account among the Borrower, CIBC Bank USA and the Administrative Agent, in each dated the Closing Datecase, in form and substance satisfactory to the Administrative Agent. The Administrative Agent and in sufficient copies for shall promptly notify each Bank: (a) A fully executed copy of this Agreement, Lender of the Local Currency Addendum and satisfaction or waiver of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumabove.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter letter agreement dated as of September 17, 2009 (as amended or modified), among the Borrowers, the Agent and Citigroup Global Markets Inc., and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum Agreement and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, and (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation At the time of the making by each Bank to make Lender of its initial Advance on hereunder, unless otherwise waived or after consented to by the Closing Date is subject Required Lenders, (a) all obligations of the Company to the conditions precedent that Agent or any Lender incurred prior thereto (i) all principalincluding, accrued interestwithout limitation, fees, expenses, costs the Company's obligation to reimburse the fees and other amounts outstanding under the terms disbursements of each of the Prior Agreements, accrued counsel to the Closing DateAgent and the Lenders in accordance with this Agreement), together with the Fees, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, paid in full; (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iiib) the Agent shall have received on or before the day of the initial Borrowing the following, each dated as of the Closing Date, if applicable, in form and substance satisfactory to the Agent Lenders and (except for the Notes) in sufficient copies for each BankLender: (ai) A fully duly executed copy original of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (bii) Certified A duly completed and executed original of a Revolving Note payable to the order of each Lender in the principal amount of such Lender's Commitment. (iii) A duly completed and executed original of the Swing Line Note payable to the order of SunTrust in the principal amount of $2,000,000. (iv) A duly executed original of the Guaranty Agreement and the Contribution Agreement. (v) A duly executed original of the amendments to the Company Security Agreement and the Guarantor Security Agreement, together with such UCC financing statements and UCC amendments recorded in such jurisdictions as the Required Lenders deem necessary or desirable to perfect the security interests granted thereunder and under the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement, and the Guarantor Trademark Security Agreement. (vi) Lien searches in all relevant jurisdictions listing all effective financing statements which name the Company or any of its Subsidiaries as debtor, together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Company Security Agreement, the Guarantor Security Agreement, the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement or the Guarantor Trademark Security Agreement), other than financing statements in favor of the Agent. (vii) A duly executed original of the amendment to Company Pledge Agreement and the Guarantor Pledge Agreement, together with stock certificates evidencing the shares of stock of all Subsidiaries of the Company pledged to the Agent thereunder and an undated stock power for each such stock certificate, executed in blank by the pledgor of such stock. (viii) A duly executed original of the amendments to Company Trademark Security Agreement and the Guarantor Trademark Security Agreement, together with such filings in the United States Patent and Trademark Office as the Required Lenders deem necessary or desirable to perfect the security interests granted under the Company Trademark Security Agreement and the Guarantor Trademark Security Agreement. (ix) Duly executed originals of any amendments to Mortgages and Assignments of Leases to be recorded in the real estate records of the jurisdiction in which the Mortgaged Property related thereto is located, together with such fixture filings and amendments to existing fixture filings recorded in such jurisdictions as the Required Lenders deem necessary or desirable to perfect the security interests granted thereunder, and endorsements to the existing title insurance policies for such Mortgage or Assignment of Leases showing that the Agent has a valid first priority Lien with respect to such Mortgaged Property subject to no encumbrances other than such Mortgage or such Assignment of Leases, and Liens permitted pursuant to Section 6.01 hereof. (x) Evidence satisfactory to the Required Lenders that all other actions necessary or desirable to perfect and protect the security interests created by the Security Documents have been taken. (xi) Certificates of insurance issued by the Company's insurers, describing in reasonable detail the insurance maintained by the Company, together with appropriate evidence showing that the Agent has been named as loss payee or additional insured, as its interest may appear, on all insurance policies insuring property of the Company and its Subsidiaries. (xii) Certificates signed by the Chief Executive Officer or the Chief Financial Officer of each of the Company and the Guarantors as to the solvency of such Company or Guarantor. (xiii) A duly executed original of the Closing Certificate, in the form attached hereto as Exhibit F. (xiv) Copies of the organizational papers of each of the Company and the Subsidiaries, certified as true and correct by the Secretary of State of the State in which the Company or such Subsidiary is incorporated, and certificates from the Secretaries of State of the States in which the Company or such Subsidiary is incorporated and of each state in which the Company or such Subsidiary is legally required to qualify to transact business as a foreign corporation, certifying the Company's or Subsidiaries' good standing as a corporation in such States. (xv) Copies of the bylaws of each of the Company and the Guarantors of resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute of the Company and deliver the Guarantors approving this Agreement, the Local Currency Addendum (if applicable)Notes, the Japan Local Currency Addendum (if applicable)Borrowings hereunder, the Notes Security Documents and all other Loan Documents to which the other documents to be delivered hereunder, Company or such Guarantor is a party and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable)Notes, the Japan Local Currency Addendum (if applicable)Security Documents and all other Loan Documents to which the Company or such Guarantor is a party, the Notes in each case certified as true and the other documents to be delivered hereunder. (c) A certificate of correct by the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of Company or such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunderGuarantor. (dxvi) A favorable written opinion of counsel Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Wolosky LLP, General Counsel for each of Caterpillar the Company and CFSC, given upon their express instructionsthe Guarantors, substantially in the form of Exhibit D G attached hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request, addressed to the Agent and the Lenders. (exvii) A favorable written opinion of Sidley Austin Holland & Knight LLP, counsel for the Agent, given upon Company and the Agent’s express instructionsGuarantors, substantially in the form of Exhibit E H attached hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject and covering such additional matters relating to the further condition precedent that transactions contemplated hereby as the Required Lenders may reasonably request, addressed to the Agent and the Lenders. (xviii) Certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by the Company or the Guarantors in connection with the transactions contemplated hereby and by the other Loan Documents. (c) Since December 31, 1998, there shall have receivedbeen no change which has had or could reasonably be expected to have a Materially Adverse Effect; (d) Issuance and funding of at least $10,000,000 in additional Subordinated Debt pursuant to the Third Amendment to Senior Subordinated Debt, on or before in form and substance satisfactory to the day Lenders; (e) Receipt by the Agent of the initial Borrowinginterest rate protection agreement required by Section 5.15, in form and substance satisfactory to Agent; and (f) All corporate and other proceedings taken or to be taken in connection with the Notes dated the Closing Date transactions contemplated hereby and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum all Loan Documents and other documents incident thereto or delivered in connection therewith shall be subject satisfactory in form and substance to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumeach Lender.

Conditions Precedent to Initial Advances. The obligation obligations of each Bank to make its initial Advance and each Issuing Bank to Issue its initial Letter of Credit on or after the Closing Date is are subject to the following conditions precedent that precedent: (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the The Agent shall have received on or before evidence satisfactory to it that all fees and expenses payable by the day of Borrower under the initial Borrowing Existing Loan Agreement shall have been paid in full. (ii) The Agent shall have received the followingfollowing documents, each dated the Closing Date, Date and in form and substance satisfactory to the Agent and in sufficient copies for each BankAgent: (a) A fully If requested by a Bank, a Committed Rate Note, each duly executed copy by the Borrower, to the order of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendumsuch Bank. (b) A Consent with respect to the amendment and restatement of the Existing Credit Agreement, duly executed by each Guarantor and by each Loan Party party to the Intercompany Subordination Agreement in substantially the form of Exhibit G. (c) Certified copies of the (i) resolutions of the Board of Directors or other governing body of each Borrower evidencing corporate authority Loan Party approving each Loan Document to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderwhich it is a party, and of all documents evidencing other necessary corporate corporate, limited liability company or partnership action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such BankLoan Document, (ii) all documents evidencing other corporate, limited liability company or partnership action or governmental approvals, if any, necessary or, in the obligation reasonable opinion of the Local Currency Banks to make Agent, advisable in connection with the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum execution, delivery and performance of each Loan Document; (iii) the obligation certificate or articles of incorporation, by-laws or other constituent instruments of the Japan Local Currency Banks to make Borrower and of each of its Subsidiaries other than Immaterial Subsidiaries, as amended through the initial Advances under the Japan Local Currency Addendum shall be subject Closing Date or, with respect to any further conditions set forth of the Borrower's Subsidiaries other than Immaterial Subsidiaries, a certification that such Subsidiary's certificate or articles of incorporation, bylaws or other constituent instruments delivered to Citibank in connection with the Japan Local Currency Addendum.Existing Credit Agreement are true and correct copies of the certificate

Conditions Precedent to Initial Advances. The obligation of each Bank Lender to make its initial Advance on or after the Closing Date advance is subject to the conditions precedent that: (a) The Lenders shall be satisfied that (i) all principalthe Company has entered into an agreement with the Bank to amend the Loan and Security Agreement dated as of March 10, accrued interest1992 as previously amended, feesbetween the Company and the Bank, expenses, costs and other amounts outstanding under which agreement shall evidence the terms of each consent of the Prior Agreements, accrued Bank to the Closing Datetransactions contemplated by this Agreement, shall have been paidextend the maturity date (as defined therein) until January 31, 1998 and shall contain such other amendments deemed desirable by the commitments of the lenders thereunder to extend credit shall have terminated, Lenders. (iib) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent The Lenders shall have received on or before the day of the initial Borrowing the following, each dated the Closing DateDate (unless otherwise specified), in form and substance satisfactory to the Agent Lenders and in sufficient copies for each BankLender: (ai) A fully Subordinated Note for each Lender, duly executed copy by the Company, in substantially the form of this AgreementEXHIBIT A (the "NOTE"), and in a principal amount equal to the Commitment of the Local Currency Addendum and of the Japan Local Currency Addendumsuch Lender. (bii) A Warrant Certificate for each Lender, duly executed by the Company, in substantially the form of EXHIBIT B hereto (the "Warrant"), and for the number of shares of Common Stock (the "WARRANT SHARES") set forth opposite the name of such Lender on SCHEDULE I. (iii) A Security Agreement, duly executed by the Company, in substantially the form of EXHIBIT C hereto (the "SECURITY AGREEMENT"), together with receipt of acknowledgment copies of proper Financing Statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Lenders, desirable or required to perfect the security interests created by the Security Agreement. (iv) Certified copies of the resolutions of the independent committee of the Board of Directors of the Company approving this Agreement and each Borrower evidencing corporate authority to execute and deliver this Agreementother Document, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, transactions contemplated hereby and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderthereby. (c) A certificate The Lenders shall have received evidence in form and substance satisfactory to the Lenders that the Subordinated Note and the Warrant Certificate to be issued to each Lender have been qualified under Section 25112 of the Secretary or an Assistant Secretary California Securities Law by the California Department of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunderCorporations. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form of Exhibit E heretoAgent. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank Lender to make its initial Advance on or after the Closing Date is subject to the conditions condition precedent that on or before the date of such Advance: (ia) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Datesame date (except for the financial statements and information referred to in paragraphs (iv) and (v) below), in form and substance satisfactory to the Administrative Agent and in sufficient copies (except for any Note) with one copy for each BankLender: (ai) A fully Any Note requested by a Lender pursuant to Section 2.16, duly completed and executed copy by the Borrower and payable to the order of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum.each such Lender; (bii) Certified copies of the resolutions of the Board of Directors of each the Borrower evidencing corporate authority to execute and deliver approving this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents Loan Documents to be delivered hereunderwhich it is, or is to be, a party and of all documents evidencing any other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunder.such Loan Documents; (ciii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreementeach Loan Document to which the Borrower is, the Local Currency Addendum (if applicable)or is to become, the Japan Local Currency Addendum (if applicable) and the Notes a party and the other documents to be delivered hereunder.; (B) that attached thereto are true and correct copies of the charter and the Code of Regulations of the Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which the Borrower is, or is to become, a party; (div) Copies of the consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of March 31, 2003 and related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the three month period then ended; (v) A favorable certificate of an officer of the Borrower certifying that the representations and warranties contained in Section 4.01 hereof are true and correct on and as of such date and that no event has occurred and is continuing that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (vi) An opinion of Xxxx X. Benz, Esq., counsel for each of Caterpillar and CFSC, given upon their express instructionsthe Borrower, substantially in the form of Exhibit D hereto.; (evii) An opinion of Pillsbury Winthrop LLP, special counsel for the Borrower, in substantially the form of Exhibit E attached hereto; (viii) A favorable opinion of Sidley Austin King & Spalding LLP, special New York counsel for the Administrative Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E F hereto. In addition; and (ix) Such other certifications, (i) opinions, financial or other information, approvals and documents as the obligation of each Bank requesting Notes to make its initial Advance is subject Administrative Agent or any Lender may reasonably request, all in form and substance satisfactory to the further condition precedent that Administrative Agent or such Lender (as the Agent case may be). (b) The Borrower shall have received, on or before the day paid all of the initial Borrowing, fees payable in accordance with the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency AddendumFee Letter.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Datesuch day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) A fully The Notes, duly executed copy by the Borrower and payable to the order of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendumeach Bank. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this This Agreement, duly executed by the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderBorrower. (c) The Security Agreement, duly executed by the Borrower, the Agent, the Banks and the Bank Collateral Agent. (d) The Pledge Agreement, duly executed by First Investors and the Agent. (e) A copy of the Servicing Agreement, in form and substance acceptable to the Agent and duly executed by the Borrower and the Servicer. (f) A copy of the Purchase Agreement, duly executed by the parties thereto. (g) A certificate of the Secretary or an Assistant Secretary of each of the Borrower and First Investors, certifying (1) the names and true signatures of the its officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) each Loan Document and Receivables Document to which it is a party and the Notes notices and the other documents to be delivered hereunderby it pursuant to any such Loan Document or Receivables Document; (2) its By-laws and Articles or Certificate of Incorporation as in effect on the date of such certification; and (3) the resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance by it of each Loan Document and Receivables Document to which it is a party, the notices and other documents to be delivered by it pursuant to any such Loan Document or Receivables Document, and the transactions contemplated thereunder. (dh) Certificates of appropriate officials as to the existence and good standing of (i) the Borrower in its jurisdiction of incorporation and any and all other jurisdictions where the Property owned or the business transacted by the Borrower requires the Borrower to be qualified therein and where the failure to be so qualified would have a Material Adverse Effect and (ii) each of FIARC and First Investors in its jurisdiction of incorporation. (i) A favorable opinion of Buck, Keenan & Owens, L.L.P., counsel for each of Caterpillar the Borrower, FIARC and CFSCFixxx Xxxxxxxxs, given upon their express instructions, substantially xxxxxantially in the form of Exhibit D heretoEXHIBIT G hereto and as to such other matters as any Bank through the Agent may reasonably request. (ej) A favorable Acknowledgment copies of proper Financing Statements (Form UCC-1), duly filed on or before the Closing Date, naming the Borrower as the debtor and the Bank Collateral Agent as the secured party, or other, similar instruments or documents, as may be necessary or, in the opinion of Sidley Austin LLP, counsel for the Agent, given upon desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s express instructions's and the Banks' security interests in all Receivables and related security and the Collateral Account in which an interest may be assigned under the Security Agreement. (k) Certified copies of Requests for Information or Copies (Form UCC-11) (or a similar search report certified by a party acceptable to the Agent), substantially dated on or before the Closing Date, listing all effective financing statements which name the Borrower, FIARC or First Investors (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which filings were made pursuant to subsection (o) of this Section 4.01, together with copies of such financing statements. (l) The ALPI Insurance, the GAP Insurance, and the VSI Insurance are in form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject and substance satisfactory to the further condition precedent that Agent and the Agent shall have received, on or before the day been named as an additional insured with respect thereto. (m) A copy of each of the initial BorrowingEnterprise Agreement and the other documents contemplated thereby, duly executed and delivered by the Notes dated the Closing Date parties thereto, in form and payable substance satisfactory to the order of such Bank, Banks. (iin) Such other documents and instruments with respect to the obligation of transactions contemplated hereby as the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency AddendumAgent may reasonably request.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date date hereof is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the followingdate hereof, each dated the Closing Dateon or before such date, in form and substance satisfactory to the Agent and (except for the NoteS, if any) in sufficient copies for each Bank: (a) The A fully Notes executed copy of this Agreement, severally by each of the Local Currency Addendum and respective Borrowers to the order of each of the Japan Local Currency Addendumrespective Banks which has requested an A Note prior to the date hereof and this Agreement executed by the Borrowers. (b) Certified copies of the resolutions of the Board of Directors Directors, or the Executive Committee thereof, of each Borrower evidencing corporate authority authorizing the execution of this Agreement and NoteS, to execute and deliver this Agreement, the Local Currency Addendum (if applicable), extent such Notes may be requested by the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderBanks. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) that attached thereto is a complete and correct copy of the Certificate of Incorporation and Bylaws of such Borrower together with any amendments thereto, and (ii) the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable)Notices of A Borrowing, the Japan Local Currency Addendum (if applicable) Notices of B Borrowing and the Notes any NoteS to be executed by such Borrower and the any other documents to be delivered hereunderhereunder by such Borrower. (d) A favorable An opinion of Willxxx X. xxx Xxxxx, Xxneral Counsel of TWC, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Agent may reasonably request. (e) An opinion of Mayex, Xxowx & Xlatx, xxecial counsel for each of Caterpillar and CFSC, given upon their express instructionsto the Agent, substantially in the form of Exhibit D hereto. (ef) A favorable opinion Evidence that principal and interest on all loans and advances outstanding and all accrued fees and other obligations owed by any borrower pursuant to that certain Second Amended and Restated Credit Agreement dated as of Sidley Austin LLPJuly 23, counsel 1997, as amended, among the Borrowers (as defined therein), the financial institutions parties thereto (the "Prior Banks"), and Citibank, N.A., as agent for the AgentPrior Banks, given upon have been paid in full, which payments may be made with the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day proceeds of the initial Borrowing, . (g) A certificate of an officer of each Borrower stating the Notes dated respective ratings by each of S&P and Moodx'x xx the Closing Date and payable to the order senior unsecured long-term debt of such Bank, (ii) Borrower as in effect on the obligation date of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumthis Agreement.

Conditions Precedent to Initial Advances. The obligation of each Bank No Lender shall be obligated to make its initial any Advance on or hereunder from and after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Effective Date, nor shall any Lender, the Administrative Agent or the Managing Agents be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Managing Agents: (a) This Agreement and all other Transaction Documents or counterparts hereof or thereof shall have been paidduly executed by, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banksdelivered to, the one time upfront fees due parties hereto and payable on thereto and the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions (including, but not limited to, the documents listed in Schedule I to this Agreement) as any Managing Agent shall reasonably request in ​ connection with the transactions contemplated by this Agreement, on or before prior to the day of the initial Borrowing the followingEffective Date, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency AddendumAdministrative Agent. (b) Certified copies Each Managing Agent shall have received such documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and shall be satisfied with the results of the resolutions of the Board of Directors of due diligence review performed by it and each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of Lender shall have received all documents evidencing other necessary corporate action and governmental internal approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of The Borrower shall have paid all fees required to be paid by it on the Secretary or an Assistant Secretary of each Borrower certifying Effective Date, including all fees required hereunder and under the names Lender Fee Letter, the Administrative Agent Fee Letter and true signatures of the officers Bank Fee Letter to be paid as of such Borrower authorized to sign this Agreementdate, and shall have reimbursed each Lender, the Local Currency Addendum (if applicable)Administrative Agent, the Japan Local Currency Addendum (if applicable) Syndication Agent, the Bank Parties, the Collection Account Bank and the Notes Funding Account Bank for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents, including the legal and other document preparation costs incurred by any Lender, the Administrative Agent, the Syndication Agent, the Bank Parties, the Collection Account Bank and the other documents to be delivered hereunderFunding Account Bank. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto[Reserved]. (e) A favorable opinion The Collateral Custodian shall have confirmed that it shall have received the Required Loan Documents for each Loan that is a Transferred Loan as of Sidley Austin LLP, counsel for the Agent, given upon Effective Date and confirmed that the Agent’s express instructions, substantially in Required Loan Documents satisfy the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject Review Criteria and delivered a Custodial Certificate to the further condition precedent Administrative Agent; provided that with respect to any such Required Loan Documents that are in Electronic Form, it is understood and agreed that only copies of such Required Loan Documents shall be delivered on the Effective Date, with the sole authoritative copies of such Required Loan Documents to be delivered in accordance with Section 5.1(pp). (f) The Administrative Agent shall have received, on or before the day received true and complete copies certified by a Responsible Officer of each of the initial BorrowingBorrower the Servicer and the BDC of all filings, authorizations and approvals by any Governmental Authority or other third party, if any, required in connection with the Notes dated transactions contemplated by this Agreement and the Closing Date and payable to other Transaction Documents. (g) The Administrative Agent shall have received the order of such Bank, (ii) the obligation audited consolidated financial statements of the Local Currency Banks to make BDC and its Subsidiaries for the initial Advances under fiscal year ended December 31, 2020, and the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation unaudited interim consolidated financial statements of the Japan Local Currency Banks to make BDC and its Subsidiaries for the initial Advances under most recent fiscal quarter then ended and which are available on the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency AddendumEffective Date.

Conditions Precedent to Initial Advances. The obligation obligations of each Bank to make its initial Advance and each Issuing Bank to Issue its initial Letter of Credit on or after the Closing Date is are subject to the following conditions precedent that precedent: (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the The Agent shall have received on or before evidence satisfactory to it that all fees and expenses payable by the day of Borrower under the initial Borrowing Existing Loan Agreement shall have been paid in full. (ii) The Agent shall have received the followingfollowing documents, each dated the Closing Date, Date and in form and substance satisfactory to the Agent and (with respect to the Guaranty and the Intercompany Subordination Agreement) in sufficient copies for each Bank: (a) A fully The Committed Rate Notes, each duly executed copy of this Agreementby the Borrower, to the order of the Local Currency Addendum and of the Japan Local Currency Addendumappropriate Banks. (b) The Guaranty, duly executed by each Guarantor. (c) The Intercompany Subordination Agreement, duly executed by each Loan Party. (d) Certified copies of the (i) resolutions of the Board of Directors or other governing body of each Borrower evidencing corporate authority Loan Party approving each Loan Document to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderwhich it is a party, and of all documents evidencing other necessary corporate corporate, limited liability company or partnership action and governmental approvals, if any, with respect to this Agreementeach such Loan Document, (ii) all documents evidencing other corporate, limited liability company or partnership action or governmental approvals, if any, necessary or, in the Local Currency Addendum reasonable opinion of the Agent, advisable in connection with the execution, delivery and performance of each Loan Document; (if applicable)iii) the certificate or articles of incorporation, by-laws or other constituent instruments of the Japan Local Currency Addendum Borrower and of each of its Subsidiaries other than Immaterial Subsidiaries, as amended through the Closing Date or, with respect to any of the Borrower's Subsidiaries other than Immaterial Subsidiaries, a certification that such Subsidiary's certificate or articles of incorporation, bylaws or other constituent instruments delivered to Citibank in connection with the Existing Credit Agreement are true and correct copies of the certificate or articles of incorporation, bylaws or other constituent instruments of such Subsidiary and that such certificate or articles of incorporation, bylaws or other constituent instruments have not been amended or otherwise modified since the date such copies were delivered to Citibank and (if applicable), iv) good standing certificates with respect to the Notes Borrower and each of its Subsidiaries other than Immaterial Subsidiaries from the other documents to be delivered hereunderSecretary of State (or similar official) of the state in which the Borrower or such Subsidiary is incorporated or organized. (ce) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying the names and true signatures of the officers of such Borrower Loan Party authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes each Loan Document to which it is a party and the other documents to be delivered hereunder. (df) A certificate of the Borrower, signed on behalf of the Borrower by its President or a Vice President, certifying as to the absence of any event occurring and continuing, or resulting from this Agreement, that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (g) Favorable opinions of N. Caroxxx Xxxxxxxx, xxneral counsel of the Borrower, and Wallxx Xxxsxxx Xxxxxx & Xavix, xxecial counsel for the Borrower and the other Loan Parties, substantially in the forms of Exhibit G. (h) A favorable opinion of counsel for each of Caterpillar and CFSCGibsxx, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLPXxnn & Xrutxxxx XXX, counsel for the Agent, given upon satisfactory to the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, . (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent Such other agreements, certificates, consents and other documents that the Agent or any Bank may reasonably request. (iii) The Borrower shall have received, paid all fees payable hereunder on or before the day Closing Date. (iv) Other than as set forth on Schedule VI, no judgment, order, decree, injunction or other restraint affecting any Loan Party shall have been rendered or imposed by any court, governmental agency or arbitrator, and there shall be no pending or threatened action or proceeding affecting any Loan Party before any court, governmental agency or arbitrator, which could reasonably be expected to have a material adverse effect on the business, prospects or condition (financial or otherwise) or operations of the initial BorrowingBorrower and its Subsidiaries, taken as a whole, or which purports to affect the Notes dated the Closing Date and payable to the order legality, validity or enforceability of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to this Agreement or any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumother Loan Document.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Four-Year Agreement shall have been refinanced pursuant to the Three Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, (iv) each Departing Bank shall have received payment in full of all of the principal, accrued interest, fees, expenses, costs and other amounts owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers have not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the Existing Credit Agreement) and (iiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation At the time of the making by each Bank to make Lender of its initial Advance on hereunder, unless otherwise waived or after consented to by the Closing Date is Required Lenders, (a) subject to the conditions precedent that (i) Section 3.03, all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each obligations of the Prior AgreementsCompany to each Agent or any Lender incurred prior thereto (including, accrued without limitation, the Company's obligation to reimburse the fees and disbursements of counsel to the Closing DateAdministrative Agent in accordance with this Agreement), together with the Fees, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, paid in full; (iib) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated as of the Closing Date, if applicable, in form and substance satisfactory to the Agent Lenders and (except for the Notes) in sufficient copies for each BankLender: (ai) A fully duly executed copy original of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (ii) A duly completed and executed original of a Revolving Note payable to the order of each Lender in the principal amount of such Lender's Commitment. (iii) A duly completed and executed original of the Swing Line Note payable to the order of the Swing Line Lender in the principal amount of $2,000,000. (iv) A duly executed original of the amendment to the Guaranty Agreement and the amendment to the Contribution Agreement. (v) A duly executed original of the Environmental Indemnity Agreement. (vi) A duly executed original of an assignment of all material contracts with customers of the Company and its Subsidiaries; (vii) A duly executed original of the Company Security Agreement and the Guarantor Security Agreement, together (a) with such UCC financing statements and UCC amendments recorded in such jurisdictions as the Required Lenders deem necessary or desirable to perfect the security interests granted thereunder and under the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement, and the Guarantor Trademark Security Agreement and (b) Certified a duly executed landlord waiver with respect to all Collateral of the Company located at 2800 SE Market Place, Stuart, Florida. (viii) Lien sxxxxxxx xx xxx xxxxxxxx xxxxxxxxxxxxs listing all effective financing statements which name the Company or any of its Subsidiaries as debtor, together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Company Security Agreement, the Guarantor Security Agreement, the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement or the Guarantor Trademark Security Agreement), other than financing statements in favor of the Administrative Agent. (ix) A duly executed original of the amendment to Company Pledge Agreement and the amendment to Guarantor Pledge Agreement, together with stock certificates evidencing the shares of stock of all Subsidiaries of the Company pledged to the Administrative Agent thereunder and an undated stock power for each such stock certificate, executed in blank by the pledgor of such stock. (x) A duly executed original of the amendments to Company Trademark Security Agreement and the Guarantor Trademark Security Agreement, together with such filings in the United States Patent and Trademark Office as the Required Lenders deem necessary or desirable to perfect the security interests granted under the Company Trademark Security Agreement and the Guarantor Trademark Security Agreement. (xi) Duly executed originals of any Mortgages and Assignments of Leases to be recorded in the real estate records of the jurisdiction in which the Mortgaged Property related thereto is located, together with such fixture filings and amendments to existing fixture filings recorded in such jurisdictions as the Required Lenders deem necessary or desirable to perfect the security interests granted thereunder, and endorsements to the existing title insurance policies for such Mortgage or Assignment of Leases showing that the Administrative Agent has a valid first priority Lien with respect to such Mortgaged Property subject to no encumbrances other than such Mortgage or such Assignment of Leases, and Liens permitted pursuant to Section 6.01 hereof. (xii) Evidence satisfactory to the Required Lenders that all other actions necessary or desirable to perfect and protect the security interests created by the Security Documents have been taken. (xiii) Certificates of insurance issued by the Company's insurers, describing in reasonable detail the insurance maintained by the Company and its Subsidiaries, together with appropriate evidence showing that the Administrative Agent has been named as loss payee or additional insured, as its interest may appear, on all insurance policies insuring property of the Company and its Subsidiaries. (xiv) Certificates signed by the Chief Executive Officer or the Chief Financial Officer of each of the Company and the Guarantors as to the solvency of such Company or Guarantor. (xv) A duly executed original of the Closing Certificate, in the form attached hereto as Exhibit F. (xvi) Copies of the organizational papers of each of the Company and the Subsidiaries, certified as true and correct by the Secretary of State of the State in which the Company or such Subsidiary is incorporated, and certificates from the Secretaries of State of the States in which the Company or such Subsidiary is incorporated and of each state in which the Company or such Subsidiary is legally required to qualify to transact business as a foreign corporation, certifying the Company's or Subsidiaries' good standing as a corporation in such States. (xvii) Copies of the bylaws of each of the Company and the Guarantors of resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute of the Company and deliver the Guarantors approving this Agreement, the Local Currency Addendum (if applicable)Notes, the Japan Local Currency Addendum (if applicable)Borrowings hereunder, the Notes Security Documents and all other Loan Documents to which the other documents to be delivered hereunder, Company or such Guarantor is a party and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable)Notes, the Japan Local Currency Addendum (if applicable)Security Documents and all other Loan Documents to which the Company or such Guarantor is a party, the Notes in each case certified as true and the other documents to be delivered hereunder. (c) A certificate of correct by the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of Company or such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunderGuarantor. (dxviii) Copies of the June 30, 2001 audit, which such audit shall be unqualified, the scope of which shall be in accordance with GAAP, and shall state that such financial statements present fairly in all material respects the financial condition as at the end of such Fiscal Year, and the results of operations and statements of cash flows of the Consolidated Companies for such Fiscal Year in accordance with GAAP and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards. (xix) A favorable written opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP, counsel for each of Caterpillar and CFSC, given upon their express instructionsfxx xxx Cxxxxxx xnd the Guarantoxx, substantially in the form of Exhibit D G attached hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request, addressed to each Agent and the Lenders. (xx) Certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by the Company or the Guarantors in connection with the transactions contemplated hereby and by the other Loan Documents (c) Since June 30, 2001, there shall have been no change which has had or could reasonably be expected to have a Materially Adverse Effect; (d) Evidence of the executed Amendment No. 7 to Senior Subordinated Note Purchase Agreement, together with evidence that all conditions precedent to the effectiveness of Amendment No. 7 to Senior Subordinated Note Purchase Agreement have been contemporaneously satisfied or waived, in form and substance satisfactory to the Lenders; (e) A favorable opinion All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all Loan Documents and other documents incident thereto or delivered in connection therewith shall be satisfactory in form and substance to each Lender; (f) The Company and its Subsidiaries shall have a Consolidated Net Worth of Sidley Austin LLPat least $32,490,000; (g) The Total Debt Coverage Ratio of the Company and its Subsidiaries shall be no more than 4.50:1:00; provided, counsel however, that realization of the costs and charges taken by the Company for the AgentFiscal Quarter ending June 30, given upon the Agent’s express instructions, substantially 2001 in the form amount of Exhibit E hereto. In addition, (i) $7,600,000.00 shall not be considered in the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day calculation of the initial BorrowingTotal Debt Coverage Ratio; provided, further, for purposes of determining the Notes dated Total Debt Coverage Ratio of the Company and its Subsidiaries as of the Closing Date and payable to Date, Annualized EBITDA shall be the order product of such BankEBITDA for the fiscal quarter ending on June 30, 2001 multiplied by four; and (iih) the obligation The Senior Debt Coverage Ratio shall be less than 2.75:1.00; provided, however, that realization of the Local Currency Banks to make costs and charges taken by the initial Advances under Company for the Local Currency Addendum Fiscal Quarter ending June 30, 2001 in the amount of $7,600,000.00 shall not be considered in the calculation of Senior Debt Coverage Ratio; provided, further, for purposes of determining the Senior Debt Coverage Ratio of the Company and its Subsidiaries as of the Closing Date, Annualized EBITDA shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) product of EBITDA for the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumfiscal quarter ending on June 30, 2001 multiplied by four.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date date hereof is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the followingdate hereof, each dated the Closing Dateon or before such date, in form and substance satisfactory to the Agent and (except for the Notes, if any) in sufficient copies for each Bank: (a) The A fully Notes executed copy by the Borrower to the order of this Agreement, each of the Local Currency Addendum respective Banks which has requested an A Note prior to the date hereof and of this Agreement executed by the Japan Local Currency AddendumBorrower. (b) Certified copies of the resolutions of the Board of Directors Directors, or the Executive Committee thereof, of each the Borrower evidencing corporate authority to execute and deliver authorizing the execution of this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents Notes, to the extent such Notes may be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, requested by the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderBanks. (c) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (i) that attached thereto are true and correct copies of the Certificate of Incorporation and Bylaws of the Borrower, together with any amendments thereto, and (ii) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, Notices of A Borrowing, Notices of B Borrowing and any Notes to be executed by the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Borrower and the Notes and the any other documents to be delivered hereunderhereunder by the Borrower. (d) A favorable An opinion of Willxxx X. xxx Xxxxx, Xxneral Counsel of the Borrower, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Agent may reasonably request. (e) An opinion of Mayex, Xxowx & Xlatx, xxecial counsel for each of Caterpillar and CFSC, given upon their express instructionsto the Agent, substantially in the form of Exhibit D hereto. (ef) A favorable opinion Evidence that principal and interest on all loans and advances outstanding (if any) and on all accrued fees and other obligations owed by TWC as borrower pursuant to that certain Second Amended and Restated Credit Agreement dated as of Sidley Austin LLPJanuary 24, counsel 2000 among TWC, as borrower, the financial institutions parties thereto (the "Prior Banks"), and Citibank, N.A., as agent for the AgentPrior Banks have been paid in full, given upon which payments may be made with the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day proceeds of the initial Borrowing, the Notes dated the Closing Date and payable to the order . (g) A certificate of such Bank, (ii) the obligation an officer of the Local Currency Banks to make Borrower stating the initial Advances under respective ratings by each of S&P and Moodx'x xx the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation senior unsecured long-term debt of the Japan Local Currency Banks to make Borrower as in effect on the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumdate of this Agreement.

Conditions Precedent to Initial Advances. The obligation of each Bank Lender (other than the Designated Bidders) to make its initial Advance on or after the Closing Date is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day Drawdown Date of the initial Borrowing the following, each dated the Closing Datesuch day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankLender: (a) The Series A fully executed copy of this AgreementNotes and the Series B Notes payable to the Lenders, of the Local Currency Addendum and of the Japan Local Currency Addendumrespectively. (b) Certified copies of the resolutions of the Board of Directors of each the Borrower evidencing corporate authority to execute and deliver approving this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunderNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunderNotes. (c) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Agreement and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of Xxxx X. Xxxxxx, general counsel for each of Caterpillar the Borrower, and CFSCof Messrs. Xxxxx, given upon their express instructionsXxxxxxx y Xxxxxx, special Panamanian counsel to the Borrower, substantially in the form of Exhibit D heretoExhibits E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. The Borrower hereby instructs each such counsel to deliver its opinion to the Agent and the Lenders. (e) A favorable opinion of Sidley Austin LLPMessrs. Haight, Gardner, Poor & Xxxxxx, special New York counsel to the Agent and the Lenders, as to such matters as any Lender through the Agent may reasonably request. (f) A letter from the Process Agent, referred to and defined in Section 8.07 of this Agreement, in which it agrees to act as Process Agent for the Borrower and to deliver forthwith to the Borrower all process received by it as such Process Agent. (g) Evidence of payment by the Borrower of all applicable documentary stamp taxes (if any) payable in connection with the authorization, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation execution and delivery of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial BorrowingLoan Documents, and the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation performance of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation transactions hereby or thereby contemplated, or an opinion of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumcounsel that no such taxes are payable.

Conditions Precedent to Initial Advances. The obligation of each Bank No Lender shall be obligated to make its initial any Advance on or hereunder from and after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Effective Date, nor shall any Lender, the Administrative Agent or the Managing Agents be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Managing Agents: (a) This Agreement and all other Transaction Documents or counterparts hereof or thereof shall have been paidduly executed by, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banksdelivered to, the one time upfront fees due parties hereto and payable on thereto and the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions (including, but not limited to, the documents listed in Schedule I to this Agreement) as any Managing Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or before prior to the day of the initial Borrowing the followingEffective Date, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency AddendumAdministrative Agent. (b) Certified copies Each Managing Agent shall have received such documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and shall be satisfied with the results of the resolutions of the Board of Directors of due diligence review performed by it and each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of Lender shall have received all documents evidencing other necessary corporate action and governmental internal approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of The Borrower shall have paid all fees required to be paid by it on the Secretary or an Assistant Secretary of each Borrower certifying Effective Date, including all fees required hereunder and under the names Lender Fee Letter, the Administrative Agent Fee Letter and true signatures of the officers Bank Fee Letter to be paid as of such Borrower authorized to sign this Agreementdate, and shall have reimbursed each Lender, the Local Currency Addendum (if applicable)Administrative Agent, the Japan Local Currency Addendum (if applicable) Syndication Agent, and the Notes Bank Parties, the Collection Account Bank and the Funding Account Bank for all fees, costs and expenses related to the transactions contemplated hereunder and under the other documents to be delivered hereunderTransaction Documents, including the legal and other document preparation costs incurred by any Lender, the Administrative Agent, the Syndication Agent, and the Bank Parties, the Collection Account Bank and the Funding Account Bank. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto[Reserved]. (e) A favorable opinion The Collateral Custodian shall have confirmed that it shall have received the Required Loan Documents for each Loan that is a Transferred Loan as of Sidley Austin LLP, counsel for the Agent, given upon Effective Date and confirmed that the Agent’s express instructions, substantially in Required Loan Documents satisfy the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject Review Criteria and delivered a Custodial Certificate to the further condition precedent Administrative Agent; provided that with respect to any such Required Loan Documents that are in Electronic Form, it is understood and agreed that only copies of such Required Loan Documents shall be delivered on the Effective Date, with the sole authoritative copies of such Required Loan Documents to be delivered in accordance with Section 5.1(pp). (f) The Administrative Agent shall have received, on or before the day received true and complete copies certified by a Responsible Officer of each of the initial BorrowingBorrower the Servicer and the BDC of all filings, authorizations and approvals by any Governmental Authority or other third party, if any, required in connection with the Notes dated transactions contemplated by this Agreement and the Closing Date other Transaction Documents. (g) The Administrative Agent shall have received the audited consolidated financial statements of the BDC and payable its Subsidiaries for the fiscal year ended December 31, 2020, and the unaudited interim consolidated financial statements of the BDC and its Subsidiaries for the most recent fiscal quarter then ended and which are available on the Effective Date. (h) No Material Adverse Effect with respect to the order Borrower shall have occurred since the date of such Bank, (ii) the obligation formation of the Local Currency Banks Borrower and no Material Adverse Effect with respect to make the initial Advances under the Local Currency Addendum Servicer shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumhave occurred since December 31, 2020.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date date hereof is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the followingdate hereof, each dated the Closing Dateon or before such date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) The A fully Notes executed copy by the Borrower to the order of this Agreement, each of the Local Currency Addendum respective Banks and of this Agreement executed by the Japan Local Currency AddendumBorrower. (b) Certified copies of the resolutions of the Board of Directors Directors, or the Executive Committee thereof, of each the Borrower evidencing corporate authority to execute and deliver authorizing the execution of this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderNotes. (c) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (i) that attached thereto are true and correct copies of the Certificate of Incorporation and Bylaws of the Borrower and (ii) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable)Notices of A Borrowing, the Japan Local Currency Addendum (if applicable) Notices of B Borrowing and the Notes to be executed by the Borrower and the any other documents to be delivered hereunderhereunder by the Borrower. (d) A favorable An opinion of Willxxx X. xxx Xxxxx, Xxneral Counsel of TWC, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Agent may reasonably request. (e) An opinion of Mayex, Xxowx & Xlatx, xxecial counsel for each of Caterpillar and CFSC, given upon their express instructionsto the Agent, substantially in the form of Exhibit D hereto. (ef) A favorable opinion certificate of Sidley Austin LLP, counsel an officer of the Borrower stating the respective ratings by each of S&P and Moodx'x xx the senior unsecured long-term debt of the Borrower as in effect on the date of this Agreement. (g) Payment for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day account of the initial Borrowing, the Notes dated the Closing Date Banks of those participation fees and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions amendment fees as set forth in the Local Currency Addendum and (iiiSection 2.3(c) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumhereof.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the following conditions precedent that precedent: (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the The Agent shall have received on or before evidence satisfactory to it that all fees and expenses payable by the day of Borrower under the initial Borrowing Existing Loan Agreement shall have been paid in full. (ii) The Agent shall have received the followingfollowing documents, each dated the Closing Date, Date and in form and substance satisfactory to the Agent and (with respect to the Guaranty and the Intercompany Subordination Agreement) in sufficient copies for each Bank: (a) A fully The Committed Rate Notes, each duly executed copy of this Agreementby the Borrower, to the order of the Local Currency Addendum and of the Japan Local Currency Addendumappropriate Banks. (b) The Guaranty, duly executed by each Guarantor. (c) The Intercompany Subordination Agreement, duly executed by each Loan Party. (d) Certified copies of the (i) resolutions of the Board of Directors or other governing body of each Borrower evidencing corporate authority Loan Party approving each Loan Document to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderwhich it is a party, and of all documents evidencing other necessary corporate corporate, limited liability company or partnership action and governmental approvals, if any, with respect to this Agreementeach such Loan Document, (ii) all documents evidencing other corporate, limited liability company or partnership action or governmental approvals, if any, necessary or, in the Local Currency Addendum reasonable opinion of the Agent, advisable in connection with the execution, delivery and performance of each Loan Document; (if applicable)iii) the certificate or articles of incorporation, by-laws or other constituent instruments of the Japan Local Currency Addendum Borrower and of each of its Subsidiaries other than Immaterial Subsidiaries, as amended through the Closing Date or, with respect to any of the Borrower's Subsidiaries other than Immaterial Subsidiaries, a certification that such Subsidiary's certificate or articles of incorporation, bylaws or other constituent instruments delivered to Citibank in connection with the Existing Credit Agreement are true and correct copies of the certificate or articles of incorporation, bylaws or other constituent instruments of such Subsidiary and that such certificate or articles of incorporation, bylaws or other constituent instruments have not been amended or otherwise modified since the date such copies were delivered to Citibank and (if applicable), iv) good standing certificates with respect to the Notes Borrower and each of its Subsidiaries other than Immaterial Subsidiaries from the other documents to be delivered hereunderSecretary of State (or similar official) of the state in which the Borrower or such Subsidiary is incorporated or organized. (ce) A certificate of the Secretary or an Assistant Secretary of each Borrower Loan Party certifying the names and true signatures of the officers of such Borrower Loan Party authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes each Loan Document to which it is a party and the other documents to be delivered hereunder. (df) A favorable opinion certificate of counsel for each the Borrower, signed on behalf of Caterpillar and CFSCthe Borrower by its President or a Vice President, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject certifying as to the further condition precedent absence of any event occurring and continuing, or resulting from this Agreement, that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.constitutes an

Conditions Precedent to Initial Advances. The obligation At the time of the making by each Bank to make Lender of its initial Advance on hereunder, unless otherwise waived or after consented to by the Closing Date is subject Required Lenders, (1) all obligations of the Company to the conditions precedent that Agent or any Lender incurred prior thereto (i) all principalincluding, accrued interestwithout limitation, fees, expenses, costs the Company's obligation to reimburse the fees and other amounts outstanding under the terms disbursements of each of the Prior Agreements, accrued counsel to the Closing DateAgent and the Lenders in accordance with this Agreement), together with the fees described in the Commitment Letter and the Agent Fee, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, paid in full; (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii2) the Agent shall have received on or before the day of the initial Borrowing the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent Lenders and (except for the Notes and the Swing Line Note) in sufficient copies for each BankLender: (a) A fully duly executed copy original of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) A duly completed and executed original of a Note payable to the order of each Lender in the principal amount of such Lender's Commitment. (c) A duly completed and executed original of the Swing Line Note payable to the order of SunTrust in the principal amount of $2,000,000. (d) A duly executed original of the Guaranty Agreement and the Contribution Agreement. (5) A duly executed original of the Company Security Agreement and the Guarantor Security Agreement, together with such UCC financing statements and UCC amendments recorded in such jurisdictions as the Required Lenders deem necessary or desirable to perfect the security interests granted thereunder and under the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement, and the Guarantor Trademark Security Agreement. (6) Certified Requests for Information or Copies (Form UCC-11) or equivalent reports, listing all effective financing statements which name the Company or any of its Subsidiaries as debtor, together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Company Security Agreement, the Guarantor Security Agreement, the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement or the Guarantor Trademark Security Agreement), other than financing statements in favor of the Agent. (7) Completion of and receipt of lien searches in all relevant jurisdictions revealing no liens or any assets of the Company except for liens permitted by the Loan Documents and liens to be terminated on the Closing Date under the Company's Existing Credit Agreement. (8) A duly executed original of the Company Pledge Agreement and the Guarantor Pledge Agreement, together with stock certificates evidencing the shares of stock of all Subsidiaries of the Company pledged to the Agent thereunder and an undated stock power for each such stock certificate, executed in blank by the pledgor of such stock. (9) A duly executed original of the Company Trademark Security Agreement and the Guarantor Trademark Security Agreement, together with such filings in the United States Patent and Trademark Office as the Required Lenders deem necessary or desirable to perfect the security interests granted under the Company Trademark Security Agreement and the Guarantor Trademark Security Agreement. (10) Duly executed originals of any Mortgages and Assignments of Leases to be recorded in the real estate records of the jurisdiction in which the Mortgaged Property related thereto is located, together with such fixture filings and amendments to existing fixture filings recorded in such jurisdictions as the Required Lenders deem necessary or desirable to perfect the security interests granted thereunder, and endorsements to the existing title insurance policies for such Mortgage or Assignment of Leases showing that the Agent has a valid first priority Lien with respect to such Mortgaged Property subject to no encumbrances other than such Mortgage or such Assignment of Leases, and Liens permitted pursuant to Section 6.01 hereof. (11) Evidence satisfactory to the Required Lenders that all other actions necessary or desirable to perfect and protect the security interests created by the Security Documents have been taken. (12) Certificates of insurance issued by the Company's insurers, describing in reasonable detail the insurance maintained by the Company, together with appropriate evidence showing that the Agent has been named as loss payee or additional insured, as its interest may appear, on all insurance policies insuring property of the Company and its Subsidiaries. (13) Certificates signed by the Chief Executive Officer or the Chief Financial Officer of each of the Company and the Guarantors as to the solvency of such Company or Guarantor. (14) Repayment by the Company of all outstanding indebtedness under the Company's Existing Credit Agreement and termination of the commitments thereunder. (15) Payment of all fees required to be paid on or prior to the Closing Date. (16) A duly executed original of the CLOSING CERTIFICATE, in the form attached hereto as EXHIBIT F. (17) Copies of the organizational papers of each of the Company and the Subsidiaries, certified as true and correct by the Secretary of State of the State in which the Company or such Subsidiary is incorporated, and certificates from the Secretaries of State of the States in which the Company or such Subsidiary is incorporated and of each state in which the Company or such Subsidiary is legally required to qualify to transact business as a foreign corporation, certifying the Company's or Subsidiaries' good standing as a corporation in such States. (18) Copies of the bylaws of each of the Company and the Guarantors of resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute of the Company and deliver the Guarantors approving this Agreement, the Local Currency Addendum (if applicable)Notes, the Japan Local Currency Addendum (if applicable)Swing Line Note, the Notes and the other documents to be delivered Borrowings hereunder, the Security Documents and all other Loan Documents to which the Company or such Guarantor is a party and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable)Notes, the Japan Local Currency Addendum (if applicable)Swing Line Note, the Notes Security Documents and all other Loan Documents to which the other documents to be delivered hereunder. (c) A certificate of Company or such Guarantor is a party, in each case certified as true and correct by the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of Company or such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunderGuarantor. (d19) A favorable written opinion of counsel Olshan Grundman Frome & Rosenzweig LLP, Gxxxxxx Counsel for each of Caterpillar and CFSC, given upon their express instructionsthe Cxxxxxx xxx the Guarantors, substantially in the form of Exhibit D EXHIBIT G attached hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request, addressed to the Agent and the Lenders. (e20) A favorable written opinion of Sidley Austin Holland & Knight LLP, counsel for the Agent, given upon Company and the Agent’s express instructionsGuarantors, substantially in the form of Exhibit E EXHIBIT H attached hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject and covering such additional matters relating to the further condition precedent that transactions contemplated hereby as the Required Lenders may reasonably request, addressed to the Agent shall have receivedand the Lenders. (21) Certified copies of all consents, on approvals, authorizations, registrations or before filings required to be made or obtained by the day of Company or the initial Borrowing, Guarantors in connection with the Notes dated transactions contemplated hereby and by the Closing Date other Loan Documents. (3) all corporate and payable other proceedings taken or to be taken in connection with the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum transactions contemplated hereby and all Loan Documents and other documents incident thereto or delivered in connection therewith shall be subject satisfactory in form and substance to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumeach Lender.

Conditions Precedent to Initial Advances. The obligation At the time ---------------------------------------- of the making by each Bank to make of its initial Advance hereunder, unless otherwise waived or consented to by the Required Banks, (1) all obligations of the Company to the Agent or any Bank incurred prior thereto (including, without limitation, the Company's obligation to reimburse the fees and disbursements of counsel to the Agent and the Banks in accordance with this Agreement, the expense of the prefunding field audit conducted by the Banks in an amount not to exceed $2,500 and any fees payable to the Agent on or after prior to such date), together with the Closing Date is subject to Arrangement Fee and the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing DateAgent's Fee, shall have been paidpaid in full; (2) the Barclays Agreement and the Barclays Guaranties shall have been executed and delivered to Barclays Bank PLC, and the commitments of the lenders thereunder to extend credit all conditions precedent thereto shall have terminated, been fulfilled; (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii3) the Agent shall have received on or before the day of the initial Borrowing the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent Banks and (except for the Notes and Intercompany Notes) in sufficient copies for each Bank: (a) A fully duly executed copy original of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies A duly completed and executed original of a Note payable to the resolutions of the Board of Directors order of each Borrower evidencing corporate authority to execute and deliver this Agreement, Bank in the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and principal amount of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereundersuch Bank's Commitment. (c) A certificate duly executed original of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Intercreditor Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion duly executed original of counsel for each of Caterpillar the Company Security Agreement and CFSCthe Guarantor Security Agreement, given upon their express instructionstogether with such UCC financing statements and UCC amendments recorded in such jurisdictions as the Required Banks deem necessary or desirable to perfect the security interests granted thereunder and under the Company Pledge Agreement, substantially in the form of Exhibit D heretoGuarantor Pledge Agreement, the Company Trademark Security Agreement, the Guarantor Trademark Security Agreement. (e) A favorable opinion Certified Requests for Information or Copies (Form UCC-11) or equivalent reports, listing all effective financing statements which name the Company or any of Sidley Austin LLPits Material U.S. Subsidiaries as debtor, counsel for together with copies of such other financing statements (none of which shall cover the AgentU.S. Collateral purported to be covered by the Company Security Agreement, given upon the Agent’s express instructionsGuarantor Security Agreement, substantially the Company Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark Security Agreement or the Guarantor Trademark Security Agreement, other than financing statements in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day favor of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.U.S.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date date hereof is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the followingdate hereof, each dated the Closing Dateon or before such date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) The A fully Notes executed copy of this Agreement, severally by each of the Local Currency Addendum and respective Borrowers to the order of each of the Japan Local Currency Addendumrespective Banks and this Agreement executed by the Borrowers. (b) Certified copies of the resolutions of the Board of Directors Directors, or the Executive Committee thereof, of each Borrower evidencing corporate authority to execute authorizing the execution of this Agreement and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderexecuted by such Borrower. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) all changes, if any, that have been made to the Certificate of Incorporation or Bylaws of such Borrower on or after June 15, 1995, and (ii) the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable)Notices of A Borrowing, the Japan Local Currency Addendum (if applicable) Notices of B Borrowing and the Notes to be executed by such Borrower and the any other documents to be delivered hereunderhereunder by such Borrower. (d) A favorable An opinion of Willxxx X. xxx Xxxxx, Xxneral Counsel of TWC, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Agent may reasonably request. (e) An opinion of Bracxxxxx & Xattxxxxx, X.L.P., special counsel for each of Caterpillar and CFSC, given upon their express instructionsto the Agent, substantially in the form of Exhibit D hereto. (ef) A favorable opinion certificate of Sidley Austin LLP, counsel for an officer of each Borrower (other than WPL) stating the Agent, given upon respective ratings by each of S&P and Moodx'x xx the Agent’s express instructions, substantially senior unsecured long-term debt of such Borrower as in effect on the form date of Exhibit E hereto. In addition, this Agreement and a certificate of an officer of WPL stating (iand showing the calculation of) the obligation WPL Debt to TNW Ratio as of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have receivedSeptember 30, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum1996.

Conditions Precedent to Initial Advances. The obligation of ---------------------------------------- each Bank to make its initial Advance on or after the Closing Date date of this Agreement is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on (or before the day of actions described below shall have occurred, as the initial Borrowing case may be), the following, each dated the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) A fully The Notes, duly executed copy of this Agreement, by the Borrower and payable to the order of the Local Currency Addendum and of the Japan Local Currency AddendumBanks, respectively. (b) Certified copies This Agreement, duly executed by the Borrower. (c) A Guaranty Agreement duly executed by each Guarantor. (d) A certificate of the Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which the Borrower is a party and the notices and other documents to be delivered by the Borrower pursuant to any-such Loan Document; (ii) the Restated Declaration of Trust dated March 23, 1988, together with any amendments thereto, (the "Organizational Documents") of the Borrower as in effect on the ------------------------- date of such certification; and (iii) the resolutions of the Board of Directors Trust Managers of the Borrower approving and authorizing the execution, delivery, and performance by the Borrower of each Loan Document to which the Borrower evidencing corporate authority to execute and deliver this Agreementis a party, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes notices and the other documents to be delivered hereunderby the Borrower pursuant to any such Loan Document, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereundertransactions contemplated thereunder. (ce) A certificate of the Secretary or an Assistant Secretary of each Borrower Guarantor certifying (i) the names and true signatures of the officers of such Borrower Guarantor authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) each Loan Document to which such Guarantor is a party and the Notes notices and the other documents to be delivered hereunderby such Guarantor pursuant to any such Loan Document; (ii) the By-laws and Articles of Incorporation of such Guarantor as in effect on the date of such certification; and (iii) the resolutions of the Board of Directors of such Guarantor approving and authorizing the execution, delivery, and performance by such Guarantor of each Loan Document to which each such Guarantor is a party, the notices and other documents to be delivered by such Guarantor pursuant to any such Loan Document, and ihe transactions contemplated thereunder. (df) Subject to Section 6.08, certificates of appropriate officials as to the existence and good standing of each of the Borrower and each Guarantor in its jurisdiction of organization or incorporation, and any and all other jurisdictions where the Property owned or the business transacted by each of the Borrower and each Guarantor requires each of the Borrower and each Guarantor to be qualified therein and where the failure to be so qualified would have a material adverse effect on the business operations or financial condition of the Borrower and the Guarantors, taken as a whole. (g) A favorable opinion of counsel for each of Caterpillar and CFSCDow, given upon their express instructionsXxxxxxx & Xxxxxxxx, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLPP.C., counsel for the AgentBorrower and the Guarantors, given upon in form and substance satisfactory to the Agent’s express instructionsBanks. (h) Payment to the Agent of all fees and expenses payable at Closing, substantially in including, without limitation, fees of counsel to the form of Exhibit E hereto. In addition, Agent and the Banks payable under Section 10.04. (i) the obligation of each Bank requesting Notes to make its initial Advance is subject Such other documents and instruments with respect to the further condition precedent that transactions contemplated hereby as the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendummay reasonably request.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders Banks thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the Arranger Fee Letter, and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Mxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior AgreementsAgreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders Banks thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one one-time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and the Arranger Fee Letter, and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin Xxxxx Xxxxx LLP, counsel for the AgentBorrowers, given upon the Agent’s their express instructions, substantially in form and substance reasonably acceptable to the form Agent. (f) A Beneficial Ownership Certification in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent such documentation is requested at least five (5) Business Days prior to the Closing Date. (g) Evidence of Exhibit E heretothe Credit Ratings for the Borrowers in effect as of the Closing Date (with no written copies thereof being required). In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.. Caterpillar: Confidential Green

Conditions Precedent to Initial Advances. The obligation of each Bank No Lender shall be obligated to make its initial any Advance on or hereunder from and after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Effective Date, nor shall any Lender, the Administrative Agent or the Managing Agents be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Managing Agents: (a) This Agreement and all other Transaction Documents or counterparts hereof or thereof shall have been paidduly executed by, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banksdelivered to, the one time upfront fees due parties hereto and payable on thereto and the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions (including, but not limited to opinions regarding corporate matters, enforceability and perfection) as any Managing Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or before prior to the day of the initial Borrowing the followingEffective Date, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency AddendumAdministrative Agent. (b) Certified copies Each Managing Agent shall have received such documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and shall be satisfied with the results of the resolutions of the Board of Directors of due diligence review performed by it and each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of Lender shall have received all documents evidencing other necessary corporate action and governmental internal approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of The Borrower shall have paid all fees required to be paid by it on the Secretary or an Assistant Secretary of each Borrower certifying Effective Date, including all fees required hereunder and under the names and true signatures of the officers Fee Letters to be paid as of such Borrower authorized date, and shall have reimbursed each Lender and the Administrative Agent and Syndication Agent for all fees, costs and expenses related to sign this Agreementthe transactions contemplated hereunder and under the other Transaction Documents, including the legal and other document preparation costs incurred by any Lender, the Local Currency Addendum (if applicable), Administrative Agent and/or the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunderSyndication Agent. (d) A favorable opinion of counsel The Administrative Agent shall have received for ratable payment to each of Caterpillar Managing Agent, all Commitment Fees due and CFSC, given upon their express instructions, substantially in payable under the form of Exhibit D heretoFee Letters. (e) A favorable opinion The Administrative Agent shall have received the initial Administrative Agent Fee due and payable hereunder. (f) The Administrative Agent shall have received a copy of Sidley Austin LLP, counsel the updated Investment Advisory Agreement in effect as of the date hereof. (g) The Administrative Agent shall have received complete electronic copies of all Loan Documents for each Loan as of the Agent, given upon Effective Date. (h) The Document Custodian shall have confirmed that it shall have received the Agent’s express instructions, substantially in Required Loan Documents for each Loan as of the form of Exhibit E hereto. In addition, Effective Date and confirmed that Required Loan Documents satisfy the Review Criteria. (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the The Administrative Agent shall have received, received the documents listed in Schedule I to the Agreement on or before the day Effective Date. (j) The Administrative Agent shall have received true and complete copies certified by a Responsible Officer of the initial BorrowingBorrower of all filings, authorizations and approvals by any Governmental Authority or other third party, if any, required in connection with the transactions contemplated by this Agreement. (k) The Administrative Agent shall have received the audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2018, and the unaudited interim consolidated financial statements of the Borrower as of March 31, 2019, for the most recent fiscal quarter then ended. (l) No Material Adverse Effect with respect to the Borrower shall have occurred since December 31, 2018. (m) The Administrative Agent shall have received (i) evidence that the CIBC Demand Loan Agreement, the Notes dated CIBC Pledge Agreement, and the Closing Date CIBC Loan Agreement have been paid off in full and payable to released and the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.commitments thereunder have terminated,

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements364-Day Agreement, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Prior Five-Year Agreement shall have been refinanced pursuant to the Five Year Agreement, (iii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter Letter, (iv) each Departing Bank shall have received payment in full of all of the principal, accrued interest, fees, expenses, costs and other amounts owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrowers have not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the Existing Credit Agreement) and (iiiv) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank: (a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum. (b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder. (c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto. (e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendum.

Conditions Precedent to Initial Advances. The obligation of each Bank Lender to make its initial Advance on or after the Closing Date is subject to the conditions precedent that on or before the date of such Advance: (ia) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Datesame date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and in sufficient copies (except for the Contract Notes) with one copy for each BankLender: (ai) A fully executed copy The Contract Notes payable to the order of this Agreement, each of the Local Currency Addendum and of the Japan Local Currency Addendum.Lenders, respectively; (bii) Certified copies of the resolutions of the Board of Directors of each the Borrower evidencing corporate authority to execute and deliver approving this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunderNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunder.Notes; (ciii) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (A) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Agreement and the Notes and the other documents to be delivered hereunder.; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement and the Notes, including, without limitation, a copy of the orders (File No. 70-8903) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement and the Notes (collectively, the "SEC Order"); (div) Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 1999, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2000, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (v) A favorable opinion of counsel for each of Caterpillar and CFSCthe Borrower, given upon their express instructionsacceptable to the Administrative Agent, substantially in the form of Exhibit D hereto.hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (evi) A favorable opinion of Sidley Austin LLPKing & Spalding, Special New York counsel for the Administrative Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition; and (vii) A duly executed and delivered Form U-1, in the form prescribed by Regulation U issued by the Board of Governors of the Federal Reserve System. (ib) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the The Administrative Agent shall have received, on or before received the day fees payable pursuant to the Fee Letter. (c) The commitments of the initial Borrowinglenders under the Existing Credit Agreement shall have been terminated, and the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation obligations of the Local Currency Banks to make the initial Advances Borrower under the Local Currency Addendum Existing Credit Agreement to such lenders shall be subject to any further conditions set forth have been paid in the Local Currency Addendum and (iii) the obligation of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumfull.

Conditions Precedent to Initial Advances. The obligation of each Bank Lender (other than the Designated Bidders) to make its initial Advance on or after the Closing Date is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day Drawdown Date of the initial Borrowing the following, each dated the Closing Datesuch day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankLender: (a) The Series A fully executed copy of this AgreementNotes and the Series B Notes payable to the Lenders, of the Local Currency Addendum and of the Japan Local Currency Addendumrespectively. (b) Certified copies of the resolutions of the Board of Directors of each the Borrower evidencing corporate authority to execute and deliver approving this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunderNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents to be delivered hereunderNotes, and evidence, dated as of a recent date, of the good standing of the Borrower in Panama. (c) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Agreement and the Notes and the other documents to be delivered hereunder. (d) A favorable opinion of Xxxxxxx Xxxxx, acting general counsel for each of Caterpillar the Borrower, and CFSCof Messrs. Xxxxx, given upon their express instructionsXxxxxxx y Xxxxxx, special Panamanian counsel to the Borrower, substantially in the form of Exhibit D heretoExhibits E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. The Borrower hereby instructs each such counsel to deliver its opinion to the Agent and the Lenders. (e) A favorable opinion of Sidley Austin LLPMessrs. Haight, Gardner, Poor & Xxxxxx, special New York counsel to the Agent and the Lenders, as to such matters as any Lender through the Agent may reasonably request. (f) A letter from the Process Agent, referred to and defined in Section 8.07 of this Agreement, in which it agrees to act as Process Agent for the Borrower and to deliver forthwith to the Borrower all process received by it as such Process Agent. (g) Evidence of payment by the Borrower of all applicable documentary stamp taxes (if any) payable in connection with the authorization, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation execution and delivery of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial BorrowingLoan Documents, and the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation performance of the Local Currency Banks to make the initial Advances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and (iii) the obligation transactions hereby or thereby contemplated, or an opinion of the Japan Local Currency Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject to any further conditions set forth in the Japan Local Currency Addendumcounsel that no such taxes are payable.

Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date date hereof is subject to the conditions condition precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Administrative Agent shall have received on or before the day date of the initial Borrowing the followingsuch Advance, each dated the Closing Dateon or before such date, in form and substance satisfactory to the Administrative Agent and (except for the Notes, if any) in sufficient copies for each Bank: (a) A fully The Notes executed copy by the Borrower to the order of this Agreement, each of the Local Currency Addendum respective Banks which has requested a Note prior to the date hereof and of this Agreement executed by the Japan Local Currency AddendumBorrower. (b) Certified copies of the resolutions of the Board of Directors Directors, or the Executive Committee thereof, of each the Borrower evidencing corporate authority to execute and deliver authorizing the execution of this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes Agreement and the other documents Notes, to the extent such Notes may be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, requested by the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunderBanks. (c) A certificate of the Secretary or an Assistant Secretary of each the Borrower certifying (i) that attached thereto are true and correct copies of the Certificate of Incorporation and Bylaws of the Borrower, together with any amendments thereto, and (ii) the names and true signatures of the officers of such the Borrower authorized to sign this Agreement, Notices of Borrowing and any Notes to be executed by the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) Borrower and the Notes and the any other documents to be delivered hereunderhereunder by the Borrower. (d) A favorable An opinion of counsel for each Willxxx X. xxx Xxxxx, Xxneral Counsel of Caterpillar and CFSC, given upon their express instructionsthe Borrower, substantially in the form of Exhibit D heretoC hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (e) [Intentionally blank] (f) The financial statements described in Section 4.1(e) hereof. (g) A favorable opinion certificate from an Authorized Officer of Sidley Austin LLPthe Borrower, counsel for dated as of the AgentEffective Date, given upon certifying that attached thereto is a true and correct copy of the Agent’s express instructions, substantially in Offer and the form of Exhibit E hereto. In addition, Additional Offer Documents and certifying that: (i) On and as of the obligation of each Bank requesting Notes to make its initial Advance is subject Effective Date, and except as otherwise previously disclosed pursuant to the further condition precedent that provisions hereof, there does not exist any judgment, order, injunction or other restraint issued or filed with respect to the Agent shall have received, on making of Advances or before which could reasonably be expected to impair materially the day right or ability of Borrower to effect the Acquisition substantially in accordance with the terms and conditions of the initial Borrowing, Offer and to comply with the Notes dated the Closing Date and payable to the order requirements of such Bank, Section 5.1(e) hereof; (ii) The Offer, at the obligation time of the Local Currency Banks mailing thereof to the shareholders of Target, and any documents, at the time of mailing thereof, mailed to Target shareholders in relation to any Acquisition Agreement did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the initial Advances statements therein contained, in light of the circumstances under the Local Currency Addendum shall be subject to any further conditions set forth in the Local Currency Addendum and which made, not misleading; (iii) The Borrower has received all governmental and third party approvals necessary in connection with the obligation Acquisition and the financing contemplated by this Agreement and such approvals are in full force and effect; and (iv) Shares of stock issued by the Target which have been tendered pursuant to the Offer and have not been withdrawn, when aggregated with shares owned by the Borrower, constitute more than 50% of the Japan Local Currency shares of the Target. (h) A certificate of an officer of the Borrower stating the respective ratings by each of S&P and Moodx'x xx the senior unsecured long-term debt of the Borrower as in effect on the date of this Agreement. (i) The Administrative Agent, the Syndication Agent, the Documentation Agent, the Arranger and the Banks to make the initial Advances under the Japan Local Currency Addendum shall be subject have received all fees and other amounts due and payable pursuant to any further conditions set forth letter agreement in regard to fees, this Agreement or any other Loan Document, including, to the Japan Local Currency Addendum.extent invoiced, reimbursement or payment of expenses (including