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

Conditions Precedent to the Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance reasonably satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either of the following: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a An executed counterpart of this Agreement. (b) The Lenders, the Administrative Agent, CACI Performance Undertaking and the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Intercreditor Agreement. (dii) The Administrative Agent shall have received from An executed Account Control Agreement with respect to each Loan Party, Seller Account relating to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationInitial Sellers. (iiii) The Administrative Agent shall have received a certificate or certificates Certified copies of resolutions of CACI and each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, Initial Seller authorizing this Agreement and the other Credit Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered hereunder on pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or before the Closing Datedelivered by each Initial Seller pursuant hereto or thereto. (giv) The Administrative Agent shall have received from Opinions of counsel to CACI and each Initial Seller, including opinions with respect to due organization and good standing of Xxxxxx Xxxxxx LLP each such Person, due authorization, execution and Xxxxxx & Xxxxxx LLPdelivery of this Agreement and the other Purchase Documents entered into on or about the date hereof by such Person, counsel for validity and enforceability of this Agreement and the Loan Partiesother Purchase Documents with respect to such Person, a favorable opinionnon-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each substantially in the form attached hereto as Exhibit B Seller Account), and as to such other matters as any Lender through the Administrative Agent and the Purchasers may reasonably request. (hv) The Administrative Agent An officer incumbency and specimen signature certificate for CACI and each Initial Seller. (vi) Organizational documents of CACI and each Initial Seller certified by the Lenders shall have receivedapplicable governmental authority (as applicable), at least ten business days prior and evidence of good standing (as applicable). (vii) Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the existence of each Seller Account relating to the Closing Date Initial Sellers. (or such later date approved by the Administrative Agentix) A certification that each Initial Seller has instructed each Approved Obligor to pay all documentation and other information that is required by the regulatory authorities under amounts owing on Receivables only to the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the ActSeller Account.

Conditions Precedent to the Closing Date. This The obligation of each Lender under this Agreement is subject to satisfaction of each the following conditions precedent: (a) each Original Lender shall not become effective until the date on which have received each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from documents, each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect prior to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of in each Loan Partycase, as the case may be, in form and each amendment thereto on file in such office and certifying that such amendments are the only amendments substance reasonably satisfactory to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.Original Lender: (i) The Administrative Agent shall have received a certificate or certificates duly executed counterparts of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) abovethis Agreement, (B) a true the Fee and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing DateRatio Letter, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beSecurity Agreement, (D) each Control Agreement to which an Original Lender is a party, (E) each Issuer Agreement to which an Original Lender is a party and (F) the truthGuarantee Agreement; (ii) certificates of the Guarantor and each Borrower, in all material respects each dated as of the Closing Date and executed by a Responsible Officer of such Person, which shall (except that A) certify the resolutions of such Person’s Board of Directors authorizing the execution, delivery and performance of the Margin Loan Documentation to which such Person is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Margin Loan Documentation to which such Person is a party and (C) contain appropriate attachments, including the Organization Documents of such Person (including the certificate of formation of such Person certified by the relevant authority of the jurisdiction of organization of such Person) and a long-form good standing certificate for such Person from its jurisdiction of organization; (iii) solvency certificates with respect to the Borrowers, taken as a whole, and Guarantor from a Responsible Officer thereof. (iv) a favorable opinion of counsel to each Borrower addressed to each Original Lender and Administrative Agent; (v) the results of a recent lien and judgment search in each caseof the jurisdictions where assets of Borrowers are located, and such materiality qualifier search shall not reveal no liens or judgments on any of the assets of Borrowers except for Permitted Liens; (vi) any form requested by any Original Lender necessary to comply with Regulation T, Regulation U, or Regulation X, or any other provisions of the regulations of the FRB, including Form U-1; (vii) proper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be applicable necessary to any representations perfect the security interest purported to be created by the Security Agreement; (viii) evidence that the Collateral Accounts have been established by Borrowers, the Collateral Accounts are standing with and warranties that are already qualified subject to a pledge in favor of the Applicable Lenders and the security entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or modified by “materiality,” “Material Adverse Effect” or similar language in delivered to the text thereofCollateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than Existing Transfer Restrictions), and constituting Acceptable Collateral by book entry transfer through DTC as depositary; (ix) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; (x) an instruction letter by a Responsible Officer of each Borrower, which shall identify the standard settlement instructions and the relevant account(s) to which any applicable payments, deliveries or transfers shall be made pursuant to the Margin Loan Documentation; and (xi) such other certificates or documents as any Original Lender reasonably may require; (b) all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses required to be paid under the Margin Loan Documentation, including the Upfront Fee and counsel fees invoiced prior to the Closing Date, shall have been paid; (c) each of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) Article 3 or in any other Margin Loan Documentation shall be true and (u), as though made correct on and as of the Closing Datedate hereof, and (E) the absence, as of the Closing Date, of any Default or Event of Default; the First Increase Effective Date, the Second Increase Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date and (ii) each the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such certifications shall be true.earlier date; (fd) The Administrative Agent the Collateral Requirement shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date.been satisfied in all respects; (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agente) all documentation applicable “know your customer” and other information that is account opening documentation required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding the information described in Section 9.15, without limitationshall have been provided by Borrowers, and each Original Lender shall have completed all applicable “know your customer” procedures; and (f) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such Borrower, dated as of the ActClosing Date, which shall contain representations that the conditions set forth in Section 4.01(c) and (d) have been satisfied.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either of the following: (i) a An executed counterpart of this Agreement signed on behalf of such party or and the DXC Parent Guaranty. (ii) written Certified copies of resolutions of DXC and the Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by the Initial Seller pursuant hereto or thereto. (iii) An officer incumbency and specimen signature certificate for DXC and the Initial Seller. (iv) Organizational documents of DXC and the Initial Seller certified by the applicable governmental authority (as applicable), and evidence satisfactory of good standing (as applicable). (v) Opinions of counsel to DXC and the Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Purchase Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), true sale and such other matters as the Administrative Agent and the Purchasers may reasonably request. (which may include facsimile or electronic transmission vi) Evidence of a signed signature page the establishment of this Agreementeach Seller Account relating to the Initial Seller. (vii) An executed Account Control Agreement with respect to the Collection Account relating to the Initial Seller. (viii) A certification that such party the Initial Seller has signed a counterpart of this Agreementinstructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Initial Seller shall have received paid all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented owed on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by to the Administrative AgentAgent (if, applicable, for the benefit of the Purchasers) all documentation pursuant to the terms of this Agreement or any fee letter executed in connection herewith; provided, however, for administrative \ convenience it is agreed and other information that is required by the regulatory authorities under Sellers hereby instruct the applicable “know your customer” Administrative Agent and anti-money-laundering rules and regulations, including, without limitation, the ActPurchasers to withhold such fees from the initial purchase of Receivables hereunder.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of the date Lenders to make the initial Construction Loan on which the Closing Date is subject to the prior satisfaction of each of the following conditions is satisfied to the satisfaction of the Administrative Agent (or unless waived in accordance with Section 11.02).writing by the Administrative Agent and the Lenders): (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory Delivery to the Administrative Agent of (i) duly authorized and executed counterparts of this Agreement (which may include be facsimile or electronic transmission of a signed signature page of this Agreement..pdf copies) that such party has signed a counterpart of this Agreementand each other Loan Document entered into on the Closing Date and (ii) any Construction Loan Notes requested by Lenders at least five (5) Business Days prior to the Closing Date, each as duly authorized, executed and delivered by the applicable Loan Parties. (b) The Lenders, Each representation and warranty of each Loan Party set forth in the Administrative Agent, the Arrangers Loan Documents to which such Loan Party is a party is true and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by correct on the Closing Date (includingor, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices if any representation or warranty is stated to have been presented on or before the Closing Datemade as of a specific date, as of such specific date). (c) The Administrative Agent shall have received certified copies No Default or Event of Default has occurred and is continuing or will result from the funding of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreementinitial Construction Loan. (d) The Receipt by the Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, of: (i) a copy of the articles of incorporation, certificate of formation, certificate of limited partnership, certificate of registration or other formation documents, including all amendments thereto, of the Borrower and Holdings, each certified as of a certificate or certificates of recent date by the Secretary of State (or other appropriate public official) of the jurisdiction state of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan PartyPerson’s charter, as the case may be, on file in such office, and formation or organization; (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, of the Borrower and Holdings dated the Closing Date, certifying as to Date and certifying: (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) that attached thereto is a true and correct complete copy of the limited liability company operating agreement, bylaws or partnership agreement of each Loan Party, as the case may besuch Person, as in effect on the Closing DateDate and the date of the resolutions described in clause (B) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the appropriate governing entity or body of such Person, authorizing the execution, delivery and performance of the Operative Documents to which such Person is a party as of the Closing Date and, if applicable, the borrowings hereunder and the granting of the Liens contemplated to be granted by the applicable Loan Party under the Security Documents (if any), and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (C) that the absence articles of any proceeding for incorporation, certificate of formation, certificate of limited partnership, certificate of registration or other formation documents of such Person have not been amended since the dissolution or liquidation date of the Borrower or any Guarantor, as last amendment thereto shown on the case may be, certificate of good standing furnished pursuant to clause (i) above; and (D) as to the truth, incumbency and specimen signature of each officer executing any Operative Document or any other document delivered in all material respects connection herewith on behalf of such Person. (except that in each case, such materiality qualifier shall not be applicable iii) a certificate of another officer as to any representations the incumbency and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), specimen signature of the representations Responsible Officer executing the certificate pursuant to clause (ii) above. (e) Delivery to the Administrative Agent of a certificate issued by the Secretary of State of the State of Delaware certifying that the Borrower and warranties set forth Holdings are in Section 4.01(agood standing. (f) through (p)Delivery to the Administrative Agent of a closing certificate, inclusive, (r), (s) and (u), as though made on and dated as of the Closing Date, signed by a Responsible Officer of the Borrower, in substantially the form of Exhibit I to this Agreement. (g) Delivery to the Collateral Agent of the certificates (if any) representing the shares of Capital Stock pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of Holdings. (h) Delivery to the Administrative Agent of the results of a recent lien search in the jurisdictions of formation of the Borrower and Holdings, and such searches shall reveal no Liens on any of the assets of the Borrower or Holdings except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (Ei) The Collateral Accounts (other than the absenceTax Equity Proceeds Account or the Prepayment Account) shall have been established in compliance with this Agreement and the Depositary Agreement. (j) Delivery to the Administrative Agent and the Collateral Agent of (i) a New York law opinion regarding the enforceability of the Loan Documents (other than the APA Guaranty) and a customary security opinion, as of dated the Closing Date, of any Default or Event of Default; Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and Holdings and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate legal opinion regarding corporate matters and the enforceability of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan PartyAPA Guaranty opinion, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before dated the Closing Date. (g) The Administrative Agent shall have received from each , of Xxxxxx Xxxxxx LLP and Xxxxxx Xxxxxxxx & Xxxxxx LLP, counsel for the Loan PartiesBorrower, Holdings and the Guarantor, in each case in form and substance satisfactory to the Administrative Agent, the Collateral Agent, the DSR LC Issuing Banks and the Lenders; (k) No Material Adverse Effect or event, condition or circumstance that would reasonably be expected to constitute a favorable opinionMaterial Adverse Effect shall have occurred and be continuing. (l) On the Closing Date, the Borrower shall have paid (or shall simultaneously pay as of the Closing Date) all fees, costs and other expenses and all other amounts then due and payable by the Borrower pursuant to this Agreement (including Section 9.5), the Agent Fee Agreement and each substantially in other fee agreement between the form attached hereto as Exhibit B Sponsor, the Guarantor or the Borrower and as to such other matters as any Lender through or Agent (the “Other Fee Agreements”). (m) Delivery to the Administrative Agent may reasonably requestof evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been paid in full (to the extent the obligation to make such payment then exists) by or on behalf of the Borrower or are to be paid in full out of the proceeds of the initial Construction Loans on the Closing Date. (hn) The Delivery by the Borrower to the Administrative Agent of all such documentation and information requested by Administrative Agent and the Lenders shall have received, at least ten business days prior that are necessary (including the names and addresses of the Borrower) for Administrative Agent and the Lenders to identify the Closing Date Borrower and each Project Company in accordance with the requirements of the Patriot Act (or such later date approved by including the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules similar regulations thereunder). (o) [Reserved]. (p) Delivery to the Administrative Agent of appropriately completed UCC financing statements, which have been duly authorized for filing by an appropriate Person, naming Borrower and regulationsHoldings as debtors and Collateral Agent as secured party covering the applicable Collateral. (q) GSO or its Affiliates shall have committed total funds of at least $300,000,000 to the Guarantor and its Subsidiaries through (i) the acquisition of the preferred stock of the Guarantor and (ii) the closing of a senior secured credit facility made available to APA Finance LLC. (r) Delivery to the Collateral Agent of the APA Guaranty. (s) At least five days prior to the Closing Date, includingif Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, without limitation, delivery to the ActAdministrative Agent of a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of the date on which Subordinated Lender to make available and disburse the Subordinated Loan is subject to the satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have Subordinated Lender has received from each party thereto either of the following, in each case in form and substance satisfactory to the Subordinated Lender: (i) a counterpart of this Agreement signed each Subordinated Debt Financing Document required by the Subordinated Lender in its sole discretion to be delivered on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014Closing Date, executed and delivered by each of the parties thereto; (ii) the Subordinated Note, executed by the Borrower; (iii) certified copies of: (A) the Organizational Documents of the Panda Parties; (B) certificates of good standing with respect to each Panda Party dated no earlier than twenty (20) days before the Closing Date; (C) incumbency certificates for the signatories of the Borrower and the Borrower GP and resolutions of Panda Hereford Holdings, LLC, the sole member of the General Partner and the Limited Partner, approving the Subordinated Debt Financing Documents to the Borrower is a party and the transactions contemplated thereby and approving the financing of the Project. (iv) certificates of Borrower GP on behalf of Borrower, and a manager or an officer of the Borrower GP, certifying that: (A) all Documents executed by such Person on or prior to the Closing Date are in full force and effect, such Person and, to the Knowledge of such Person, the Project Parties, are in material compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document; (B) all representations and warranties of such Person contained in the Documents to which it is a party are true, correct and complete; (C) no act, event or circumstance has occurred with respect to the credit facility Project or such Person or, to the Knowledge of such Person, the Project Parties, which has had or could reasonably be expected to have a Material Adverse Effect; (D) all financial statements and information relating to such Person provided to the Subordinated Lender, taken as a whole, are true, correct and complete in all material respects, and each balance sheet fairly presents the financial position of the Person to which it relates as at the date indicated and was prepared in accordance with GAAP except as specifically noted therein; and (E) no change in the condition or operation, financial or otherwise, of such Person that could reasonably be expected to have a Material Adverse Effect has occurred since May 17, 2006, and the financial statements (including any notes thereto) provided to the Subordinated Lender disclose all material liabilities, contingent or otherwise, of such Person; (v) the legal opinions of each Borrower’s Counsel; (vi) the legal opinion of counsel to each of the Major Project Parties party to a Project Document with respect to which a Consent and Agreement in favor of the Subordinated Lender will be delivered; (vii) unaudited financial statements of each Panda Party (other than Borrower) for hereinthe fiscal year ended December 31, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof)2005, and all expenses for which invoices have been presented subsequent annual and quarterly financial statements, if any, available on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters and pro forma balance sheets of each Loan Party, Panda Party as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date; (viii) judgment lien, certifying tax lien and UCC searches, and such other searches of the records of Government Instrumentalities as to (A) the absence of any amendments Subordinated Lender may require, performed with respect to the charter Borrower in all relevant jurisdictions; (ix) copies certified by the Borrower of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dall Project Documents set forth on Schedule 4.1(g) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date; (x) copies of all Required Approvals that have been obtained on or prior to the Closing Date by or on behalf of Borrower; (xi) a complete copy of the written report of the Engineer, certified by the Engineer to the Subordinated Lender, and otherwise in the form required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (Cxii) a complete copy of the absence Phase I Environmental Audit or other acceptable environmental due diligence of the Site, prepared by the Environmental Consultant and certified by the Environmental Consultant to the Subordinated Lender, and otherwise in the same form as required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xiii) a title commitment (with copies of all documents and instruments affecting title to the Borrower’s interest in the Site) dated the Closing Date with coverage in the amount of the Subordinated Loan, confirming that the Subordinated Mortgage perfects a Lien on the Borrower’s fee interest in the Site securing one hundred percent (100%) of the Subordinated Loan without any proceeding additional Liens (other than Permitted Liens) (the “Title Policy”), marked “premium paid,” issued subject only to the Senior Mortgage and no more exceptions than the title policy issued to the Lenders in connection with the Senior Debt Financing Agreement and containing such modifications to the standard exceptions and affirmative insurance and endorsements as are obtained in connection with such other title policy; (xiv) an ALTA/ASCM “boundary” survey of the Site showing all easements, encroachments and other survey matters shown on the Title Policy or otherwise required pursuant to the Senior Debt Financing Agreement, such survey to be dated July 14, 2006, and certified by the preparer thereof to the Subordinated Lender, and otherwise in form and substance as required under the Senior Debt Financing Agreement; (xv) a complete copy of the written report of the Insurance Consultant, certified by the Insurance Consultant to the Subordinated Lender, and otherwise in the form required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xvi) a complete copy of the written report of the Market Consultant, certified by the Market Consultant to the Subordinated Lender, and otherwise in the form required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xvii) written confirmation from the Disbursement Agent that the Contributed Capital has been deposited by or on behalf of Borrower into the Construction Draw Account (Contributed Capital Subaccount) for application in accordance with the dissolution or liquidation Senior Debt Financing Agreement; (xviii) evidence that Borrower and Borrower GP have appointed the Process Agent to serve as a designated agent to accept service of legal process until the scheduled Subordinated Loan Maturity Date and that the Process Agent has accepted such appointment; (xix) a copy of the Closing Pro Forma required to be delivered to the Administrative Agent pursuant to the Senior Debt Financing Agreement; (xx) such documentation and information requested by the Depositary Bank that are necessary (including the names and addresses of the Borrower or any Guarantor, as and the case may be, Borrower GP) for the Depositary Bank to identify the Borrower and the Borrower GP in accordance with the requirements of the Patriot Act (Dincluding the “know your customer” and similar regulations thereunder); (xxi) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable notice to any representations proceed has been issued by the Borrower pursuant to Sections 4.08 and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), 5.01 of the representations EPC Contract with respect to full commencement of the Work (as defined thereunder); (xxii) the Commodity Management Plan has been approved in accordance with the Senior Debt Financing Agreement; and (xxiii) such other assurances, instruments or undertakings as any of the Subordinated Lender may reasonably request. (b) The Senior Debt Financing Agreement and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) all other Senior Debt Financing’ Documents required to be executed and (u), as though made on and delivered as of the Closing Date, have been executed and (E) the absence, as delivered by each of the parties thereto. (c) Since May 17, 2006, no act, event or circumstance has occurred with respect to the Project, the Borrower, any Panda Party or any Project Party which has had or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the availability or pricing of financing for the Project. (d) All Taxes, fees, including the Arrangement Fee, and expenses required to be paid by the Borrower on or before the Closing DateDate have been paid. (e) All Documents executed by Borrower on or prior to the Closing Date are in full force and effect, Borrower and the Project Parties are in full compliance with all covenants and provisions thereof, and no breach or event of default (or any Default event that could become a breach or Event event of Default; default with the giving of notice or passage of time or both) has occurred and (ii) each of is continuing under any such certifications shall be trueDocument. (f) The Administrative Agent shall have received a certificate All representations and warranties of the Secretary or an Assistant Secretary of each Loan Party certifying Panda Parties contained in the names Documents are true, correct and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Datecomplete. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel Project Documents executed by the Borrower on or prior to the Closing Date or to which Borrower is otherwise a party include all agreements required for the Loan Partiesdevelopment, a favorable opinionconstruction, each substantially ownership and operation of the Project, other than those agreements that are not required to be in place on the Closing Date and that on the basis of evidence provided by the Borrower, will be obtainable and entered into in the form attached hereto as Exhibit B ordinary course of business prior to the time required, and as such Project Documents conform in all material respects with the Closing Pro Forma and are sufficient to permit the Project to operate in a manner that will not violate the Required Approvals or the manufacturer’s normal operating parameters and such other matters as any Lender through that the Administrative Agent may reasonably requestProject will be able to achieve the financial results projected in the Closing Pro Forma. (h) The Administrative Agent All Required Approvals necessary for the construction and operation of the Project and the Lenders shall performance by the Borrower and the Project Parties of all of their obligations under the Project Documents in effect on the Closing Date have receivedbeen obtained and are listed in Schedule 3.1(h), except for those that are obtainable only at least ten a later stage and are satisfactory to the Subordinated Lender, and which on the basis of evidence provided by Borrower, will be obtainable in the ordinary course of business days prior to the Closing Date time required, and all obtained Required Approvals are in full force and effect, not subject to any onerous or unusual condition and are satisfactory to the Subordinated Lender in its sole discretion. (i) There is no pending or threatened litigation, investigation or other proceeding (i) relating to the Project (including relating to the release of any Hazardous Substance or any contingent liability of the Borrower or the Project’ Parties in connection with the release of any Hazardous Substance) or (ii) that could reasonably be expected to have a Material Adverse Effect. (j) The Project has not suffered a material Loss and no material portion of the Project is subject to pending or threatened condemnation or appropriation proceedings. (k) No order, judgment or decree of any Government Instrumentality enjoins or restrains the Subordinated Lender from entering into and performing its obligations under this Agreement. (l) All Required Insurance has been obtained and is in full force and effect and is not subject to cancellation and no Person other than the Borrower and the Senior Secured Parties has any right or interest in, to or under any Required Insurance other than pursuant to the Project Documents. (m) A First-Priority security interest in the Subordinated Debt Reserve Account and the Subordinated DSRA Collateral has been created and perfected, and will continue to be perfected, in favor of the Subordinated Lender, in all relevant jurisdictions, and there are no Liens on the Subordinated Debt Reserve Account other than Permitted Liens. (n) A security interest in the Collateral has been created and perfected, and will continue to be perfected, in favor of the Subordinated Lender (or the Collateral Agent with respect to the Shared Collateral), in all relevant jurisdictions, and there are no Liens on the Collateral other than Permitted Liens. The Subordinated Lender has received all items of Collateral in which a security interest is perfected by possession. (o) Each of the Project Documents pertaining to the Site (or memoranda thereof), the Subordinated Mortgage and the Financing Statements have been duly recorded, published, registered and filed (or arrangements for such later date approved by recording, publishing, registering and filing have been made), in such manner and in such places as are necessary or appropriate to publish notice thereof and to protect the Administrative Agent) validity and effectiveness thereof and to establish, create, perfect, preserve and protect the rights of the parties thereto and their respective successors and assigns, and all documentation Taxes, fees and other information that is required by the regulatory authorities under the applicable “know your customer” charges in connection with such recording, publishing, registration and anti-money-laundering rules and regulations, including, without limitationfiling of such Project Documents or any memoranda thereof, the ActSubordinated Mortgage and the Financing Statements have been paid, or caused to be paid, by Borrower. (p) No Project Party is the subject of a Bankruptcy Event. (q) All legal, corporate and general due diligence proceedings in connection with the transactions contemplated by this Agreement shall be completed and reasonably satisfactory in form and substance to the Subordinated Lender and the Subordinated Lender shall have so advised the Borrower in writing.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of Agent to execute and deliver the date on which Loan Documents and make the Commitments contemplated thereby are subject to the fulfillment, to the satisfaction of Agent, of each of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (ai) The Administrative [Reserved.] (ii) Agent (or its counsel) shall have received from a Filing Authorization Letter, duly executed by Borrower, Originator and Parent, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral; (iii) Agent shall have received each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence the following documents, in form and substance satisfactory to the Administrative Agent Agent, duly executed, and each such document shall be in full force and effect: (which may include facsimile or electronic transmission of a signed signature page of A) this Agreement; (B) that such party has signed the Foothill Fee Letter; (C) the Purchase and Contribution Agreement; (D) the Collection Account Control Agreement, the Designated Account Control Agreement, the Security Deposit Holding Account Control Agreement and Joinder to the Intercreditor Agreement in favor of Borrower and Agent along with a counterpart full and complete copies of this the Intercreditor Agreement, including all other joinders currently in effect, and the Lockbox Control Agreement; (E) the Servicing Agreement; (F) the Backup Servicing Agreement; (G) the Custodian Agreement; (H) the U.S. Bank Fee Letter; and (I) the Vehicle Lienholder Nominee Agreement. (biv) The LendersAgent shall have received a certificate from the Secretary of each of Originator, the Administrative AgentServicer, the Arrangers Parent and each other Person entitled Borrower (A) attesting to the payment resolutions of fees such Person’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, (B) authorizing specific Authorized Persons for such Person to execute the same, and (C) attesting to the incumbency and signatures of such specific Authorized Person; (v) Agent shall have received copies of each of Originator, Servicer, Parent and Borrower’s Governing Documents, as amended, modified, or supplemented to the reimbursement or payment Closing Date, certified by the Secretary of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered such Person; (vi) Agent shall have received a certificate of status with respect to each of Originator, Servicer, Parent and Borrower, dated within 10 days of the credit facility provided for hereinClosing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such is in good standing in such jurisdiction; (vii) Agent shall have received all fees a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.Agent; (cviii) The Administrative Agent shall have received the final audited financial statements of Resource America, Inc. and Servicer for the fiscal year ended September 30, 2008, with results acceptable to Agent; (ix) Agent shall have received certified copies of the resolutions of Approved Forms and the Board of Directors of each Loan Party approving this AgreementRequired Procedures, all in form and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect substance satisfactory to this Agreement.Agent; (dx) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates from an Authorized Person of each of Originator, Servicer, Parent and Borrower to the effect that (i) each Loan Partyhas timely filed all tax returns required to be filed by it and paid all taxes shown to be due thereon (or has been included in timely filed consolidated returns for which the consolidated group has paid all taxes due) and (ii) Originator and its Subsidiaries, signed Servicer and its Subsidiaries, Parent and its Subsidiaries and Borrower have each paid all other taxes due on behalf or with respect to their respective properties, assets, income, and franchises (including real property taxes, sales taxes, and payroll taxes) prior to delinquency, except in each case such taxes that are the subject of each Loan Party respectivelya Permitted Protest; (xi) Agent shall have completed its business, by a Secretarylegal, an Assistant Secretary or a Responsible Officer thereofand collateral due diligence, dated including but not limited to the Closing Date, certifying as to receipt of final reports on the results of (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) aboveforensic audit, (B) a true the collateral audit and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorincremental collateral audit, as the case may beeach with results reasonably acceptable to Agent; (xii) Agent shall have completed background and reference checks, (D) the truthincluding but not limited to, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof)Patriot Act screening, of the representations Executive Officers with results that are satisfactory to Agent in its sole discretion; (xiii) Agent shall have completed Patriot Act and warranties set forth OFAC checks on Borrower, Parent, Servicer, Originator and Resource America, Inc. with results that are satisfactory to Agent in Section 4.01(aits sole discretion; (xiv) through Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and invoiced on or before the Closing Date and the first installment of the Initial Closing Fee (p), inclusive, (r), (sas such term is defined in the Foothill Fee Letter) and (u), as though made on and which has been fully earned as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.; (fxv) The Administrative Agent shall have received a certificate evidence satisfactory to Agent that each of Originator, Servicer, Parent and Borrower holds currently effective licenses authorizing them to make, service, acquire or hold loans and leases (as applicable) and to conduct its business as contemplated by the Loan Documents in any jurisdiction where such licensing is required; (xvi) Originator, Servicer, Parent and Borrower shall have received all licenses, waivers, approvals, evidence of other actions or consents required by any Governmental Authority or any other Person in connection with the execution and delivery such Person of the Secretary Loan Documents or an Assistant Secretary of each Loan Party certifying with the names and true signatures consummation of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the transactions contemplated thereby (other Credit Documents than permits or licenses to be delivered hereunder on obtained in connection with the conduct of a financing or before the Closing Date.leasing business); (gxvii) The Administrative [Reserved.]; (xviii) Agent shall have received acceptable evidence that Parent shall have received capital contributions of not less than $20,000,000 and that it has a Tangible Net Worth at least equal to such amount; (xix) Agent shall have received acceptable evidence that the Servicer Group has a Tangible Net Worth of not less than $35,000,000; (xx) Agent shall have received opinions from counsel to Borrower and its Affiliates addressing (A) authorization and enforceability of the Loan Documents and other corporate matters, (B) security interest and Uniform Commercial Code matters, (C) true sale matters, and (D) substantive consolidation matters, all in form and substance satisfactory to Agent; (xxi) Agent shall have received each of Xxxxxx Xxxxxx LLP Servicer Group’s and Xxxxxx & Xxxxxx LLPParent’s (inclusive of Borrower) proposed Closing Date Business Plans, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B together with such supplements and as to such other matters as any Lender updates through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date as Agent may require, which such Closing Date Business Plan and each supplement and update shall be in form and substance acceptable to Agent in its sole election; (or such later date approved xxii) evidence of the approval of the Confirmation of Release by the Administrative AgentNational City Bank; and (xxiii) all documentation other documents and other information that is required legal matters in connection with the transactions contemplated by the regulatory authorities under the applicable “know your customer” this Agreement shall have been delivered, executed or recorded and anti-money-laundering rules shall be in form and regulations, including, without limitation, the Actsubstance satisfactory to Agent.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until on and as of the first date (the "Closing Date") on which each of the following conditions is precedent have been satisfied (and the obligation of each Lender to make the Advances hereunder is subject to the satisfaction of such conditions precedent before or waived in accordance concurrently with Section 11.02).the Closing Date): (a) The Administrative Agent (or its counsel) and FFH shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to FFH (unless otherwise specified) and in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement from each Credit Party. (cii) The Administrative Agent shall have received certified Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.09. (iii) Certified copies of the resolutions of the Board boards of Directors directors or shareholder(s) of each of the Borrowers and each Primary Guarantor approving the execution and delivery of this Agreement and each other Loan Party approving this AgreementDocument to which it is, or is intended to be a party, and of all documents evidencing other necessary corporate constitutive action and and, if any, material governmental and regulatory other third party approvals and consents, if any, with respect to the Reorganization Plan, this AgreementAgreement and each other Loan Document. (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of the charter or other constitutive document of each Borrower and each Primary Guarantor and each amendment thereto, certified (as of a certificate or certificates of date reasonably acceptable to FFH) by the Secretary of State of the jurisdiction (or other appropriate public officialGovernmental Authority, as applicable) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Partyincorporation or organization, as the case may be, thereof as being a true and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationcorrect copy thereof. (iv) The Administrative Agent shall have received a A certificate or certificates of each of Borrower and each Loan Party, Primary Guarantor signed on behalf of each Loan such Credit Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereofor its secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Credit Party and the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, changes thereto; (B) a true the accuracy and correct copy completeness of the bylaws (or other applicable organizational document) of each Loan Party, as the case may be, such Credit Party as in effect on the Closing Date, date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution dissolution, liquidation or liquidation other termination of the Borrower or any Guarantor, as the case may be, existence of such Credit Party; and (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, absence of any Default event occurring and continuing, or Event resulting from the Advance or the application of proceeds, if any, therefrom, that would constitute a Default; and (ii) each of such certifications shall be true. (fvi) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Loan Party Borrower and each Primary Guarantor certifying the names and true signatures of the officers of each Loan Party, as the case may be, such Credit Party authorized to sign, and signing, sign this Agreement and the other Credit Documents documents to be delivered hereunder hereunder. (vii) The Administrative Agent and FFH shall have received (A) a weekly cash bankruptcy budget for the 13-week period from the commencement of the Cases, prepared by the Credit Parties and in form and substance acceptable to the FFH in its sole discretion (the "Interim DIP Budget") and (B) draft 2008 audited consolidated financial statements of Parent and its Subsidiaries. (viii) A Notice of Borrowing for the Borrowing to be made on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (hb) The Administrative Agent and the Lenders shall have receivedreceived (i) satisfactory evidence of the entry of an order of the U.S. Bankruptcy Court substantially in the form of Exhibit C (the "Interim Order") approving, among other things, the Loan Documents, granting the Superpriority Claim status and other Liens described in Section 4.01(m), providing for an intercreditor arrangement with the secured parties under the Existing Facilities and including granting of the adequate protection described therein and (ii) satisfactory evidence of the issuance of the Initial CCAA Order substantially in the form of Exhibit D. (c) The Credit Parties shall be in compliance with the orders described in clause (b) above, which shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld). (d) All of the "first day orders" (including the Interim Order and the Initial CCAA Order) entered by the Bankruptcy Courts at least ten business days the time of the commencement of the Cases, related orders, and motions and other documents to be filed with and submitted to the U.S. Bankruptcy Court in connection with this Agreement shall be reasonably satisfactory in form and substance to FFH. (e) No examiner with increased powers to operate the Credit Parties' material businesses or trustee, receiver, interim receiver or receiver and manager shall have been appointed with respect to any or all of the Credit Parties or their respective properties. (f) The Borrowers shall have paid all fees of the Administrative Agent and the Lenders and all expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent and each Initial Lender) due and payable on or prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the ActDate.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date: (i) a counterpart of this Agreement signed on behalf of such executed by each party or hereto; (ii) written evidence satisfactory the Guaranty executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementMaterial Subsidiary. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies a certificate of appropriate officials as to the existence and good standing of the resolutions of Borrower and each Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the Board of Directors of each Loan Party approving this Agreementaggregate, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect has had, or would reasonably be expected to this Agreementhave, a Material Adverse Effect. (d) The Administrative Agent shall have received from each Loan Partyevidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to the extent generally available in the relevant jurisdictioncustomary payoff documentation, a copy of a certificate or certificates including evidence of the Secretary release of State Liens, if any, granted in connection therewith. 61 Revolving Credit Facility (or other appropriate public officiale) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (iThe conditions precedent set forth in Sections 3.02(b) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (iid) stating, shall have theretofore been satisfied or waived in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (g) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The effectiveness of this Agreement, and the date on which obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit, and the occurrence of the Closing Date, is subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Joint Lead Arrangers and the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent timely requested by such Lenders, pursuant to Section 2.16. (cii) The Administrative Agent shall have received certified a copy of this Agreement duly executed and delivered by each party thereto. (iii) Certified copies of (A) the resolutions of the Board board of Directors directors or of the members or managers of the Borrower approving the execution, delivery and performance of this Agreement and each other Loan Party approving this AgreementDocument, and of (B) all documents evidencing other necessary corporate action and governmental and regulatory other third party approvals and consents, if any, with respect to this Agreement and the other Loan Documents. 76 SDI – Credit Agreement. (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporationincorporation or organization of the Borrower, dated reasonably near the Closing Date, certifying (iA) listing as to a true and correct copy of the charters charter, articles of each Loan Partyincorporation or articles of organization, as the case may be, be (“Organizational Documents”) of the Borrower and each amendment thereto on file in such Secretary’s office and certifying (B) that (1) such amendments are the only amendments to each Loan Partythe Borrower’s charter, as the case may be, Organizational Documents on file in such Secretary’s office, (2) if applicable, the Borrower has paid all franchise taxes to the date of such certificate and (iiC) stating, the Borrower is duly incorporated or organized and in the case of each Loan Party, that such Loan Party is authorized to transact business good standing or presently subsisting under the laws of the State of the jurisdiction of its place of formationincorporation or organization. (iv) The Administrative Agent shall have received a A certificate or certificates of each of each Loan Partythe Borrower, signed on behalf of each Loan Party respectively, the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereofOfficer, dated the date of the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter Organizational Documents of such Loan Party, as the case may be, Borrower since the date of the certificates Secretary of State’s certificate referred to in paragraph (d) aboveSection 3.01(a)(iv), (B) a true and correct copy of the bylaws of each Loan Partyor operating agreement, as applicable, of the case may be, Borrower as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Closing Date, (C) the due incorporation/organization and good standing or valid existence of the Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beBorrower, (D) (x) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), truth of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) and (u), the Loan Documents as though made on and as of the date of the Closing Date and (y) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be truecurrent Debt Ratings. (fvi) The Administrative Agent shall have received a A certificate of a Responsible Officer of the Secretary or an Assistant Secretary of each Loan Party Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is or is to be a party and the other Credit Documents documents to be delivered hereunder on or before the Closing Dateand thereunder. (gvii) The Administrative Agent shall have received from each A favorable opinion of Xxxxxx Xxxxxx Bxxxxxx XxXxxxx, LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan PartiesBorrower, a favorable opinion, each in substantially in the form attached of Exhibit D hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent or the Joint Lead Arrangers may reasonably request. (hviii) Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.12 hereof. (b) There has been no event or condition since December 31, 2022 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 77 SDI – Credit Agreement (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document, and there shall have been no adverse change in the status, or financial effect on, the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (d) The Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Administrative Agent and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (ii) all accrued and unpaid interest, fees, expenses, and reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (e) All advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full. The commitments under the Existing Credit Agreement shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for in a manner acceptable to the Administrative Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Administrative Agent), and all guaranties, if any, supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (f) The Administrative Agent and the Lenders Lender Parties shall have received, at least ten business three (3) Business Days prior to the Closing Date, an executed Certificate of Beneficial Ownership (in form and substance acceptable to the Administrative Agent and each Lender Party), and shall have received, at least three (3) Business Days prior to the Closing Date all other documentation and other information requested at least seven (7) days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the in connection with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the Patriot Act.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on which each occurrence of the Closing Date is subject to the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent a Rule 2.5 announcement concerning the Transaction shall have occurred; (b) this Agreement shall be executed and delivered by each of the parties hereto; (c) the Intercreditor Deed and the Warrant shall be entered into by each of the parties party thereto in form and substance satisfactory to Gurnet; (d) Gurnet (or its counsel) shall have received from each party thereto either certified copies of (i) a counterpart the constitutional documents of this Agreement signed on behalf each of such party or the Borrower and the Guarantor; (ii) written evidence resolutions of the board of directors of each of the Borrower and the Guarantor approving and authorizing such Person’s execution, delivery and performance of the Finance Documents to which it is party and the transactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Borrower or the Guarantor, as applicable, of any changes therein; and (iv) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (e) a certificate from the Guarantor confirming that the provisions of Section 239 of the Act do not prohibit the execution by the Guarantor of any of the Finance Documents which it is intended that the Guarantor will execute by reason of the fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (f) a legal opinion of Dentons US LLP, legal adviser to the Borrower, addressed to Gurnet in form and substance satisfactory to Gurnet, on the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page legality, validity and enforceability of this Agreement) that such party has signed a counterpart of this Agreement.; (bg) The Lendersthe Borrower, the Administrative AgentGuarantor, the Arrangers Gurnet and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, EIB shall have received all fees required entered into the EIB Amendment and Consent in form and substance satisfactory to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date.Gurnet; and (ch) The Administrative Agent the Borrower shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, certify that (i) listing the charters of each Loan Partyrepresentations and warranties in this Agreement shall be true, as the case may beaccurate, and each amendment thereto on file complete in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect all material respects on the Closing Date; provided, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorhowever, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language materiality in the text thereof); and provided, of the further that those representations and warranties set forth expressly referring to a specific date shall be true, accurate and complete in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and all material respects as of the Closing Datesuch date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications shall be true. (f) The Administrative Agent Default shall have received a certificate occurred and be continuing or result from the entering into of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing DateAgreement. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance reasonably satisfactory to the Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) Purchaser shall have received from each party thereto either of the following: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a An executed counterpart of this Agreement. (b) The Lenders, the Administrative Agent, Performance Undertaking and the Arrangers Lien Release and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Acknowledgment Agreement. (dii) The Administrative Agent shall have received from An executed Account Control Agreement with respect to each Loan Party, Seller Account relating to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationInitial Sellers. (iiii) The Administrative Agent shall have received a certificate or certificates Certified copies of resolutions of SAIC and each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, Initial Seller authorizing this Agreement and the other Credit Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered hereunder on pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or before the Closing Datedelivered by each Initial Seller pursuant hereto or thereto. (giv) The Administrative Agent shall have received from Opinions of counsel to SAIC and each Initial Seller, including opinions with respect to due organization and good standing of Xxxxxx Xxxxxx LLP each such Person, due authorization, execution and Xxxxxx & Xxxxxx LLPdelivery of this Agreement and the other Purchase Documents entered into on or prior to the date hereof by such Person, counsel for validity and enforceability of this Agreement and the Loan Partiesother Purchase Documents entered into on or prior to the date hereof with respect to such Person, a favorable opinionnon-contravention of organizational documents, each substantially in material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to the form attached hereto as Exhibit B Refundable Discount Advance Account), true sale and as to such other matters as any Lender through the Administrative Agent Purchaser may reasonably request. (hv) The Administrative Agent An officer incumbency and specimen signature certificate for SAIC and each Initial Seller. (vi) Organizational documents of SAIC and each Initial Seller certified by the Lenders applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Evidence of the existence of each Seller Account and Approved Account relating to the Initial Sellers. (viii) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account or Approved Account. (ix) An executed deposit account control agreement with respect to the Refundable Discount Advance Account, in form and substance reasonably satisfactory to the parties thereto, among the Seller Representative (in its capacity as owner of the Refundable Discount Advance Account), the Purchaser and MUFG, as depository institution. (b) Each Initial Seller shall have received, at least ten business days paid all fees owed on or prior to the Closing Date (to the Purchaser pursuant to the terms of this Agreement or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the ActFee Letter.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on which each occurrence of the Closing Date is subject to the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent a Rule 2.5 announcement concerning the Transaction shall have occurred; (b) this Agreement shall be executed and delivered by each of the parties hereto; (c) the Warrant, the Debenture and the Share Charge shall each be executed and delivered by each of the parties party thereto; (d) the Priorities Agreement shall be entered into by each of the parties party thereto in form and substance satisfactory to Gurnet; (e) Gurnet (or its counsel) shall have received certified copies of (i) the constitutional documents of each of the Borrower and the Guarantor; (ii) resolutions of the board of directors of each of the Borrower and the Guarantor approving and authorizing such Person’s execution, delivery and performance of the Finance Documents to which it is party and the transactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Borrower or the Guarantor, as applicable, of any changes therein; and (iv) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (f) a certificate from each party thereto either the Guarantor confirming that the provisions of Section 239 of the Act do not prohibit the execution by the Guarantor of any of the Finance Documents which it is intended that the Guarantor will execute by reason of the fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (g) a legal opinion of [●], legal adviser to the Borrower, addressed to Gurnet in form and substance satisfactory to Gurnet, on the legality, validity and enforceability of this Agreement and the Security Documents and the valid existence of the Borrower and the Guarantor and the authority and capacity of the Borrower and the Guarantor to enter into the Finance Documents and on the due execution and choice of law of the Finance Documents; (h) a Form C1 in respect of the Debenture shall have been delivered to Gurnet; (i) a counterpart copy of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees notices required to be paid by sent under the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices Security Documents shall have been presented on or before delivered prior to the Closing Date.; (cj) The Administrative Agent the Borrower, the Guarantor and EIB shall have received certified copies of entered into the resolutions of the Board of Directors of each Loan Party approving this Agreement, EIB Amendment and of all documents evidencing other necessary corporate action Consent in form and governmental and regulatory approvals with respect substance satisfactory to this Agreement.Gurnet; and (dk) The Administrative Agent the Borrower shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, certify that (i) listing the charters of each Loan Partyrepresentations and warranties in this Agreement shall be true, as the case may beaccurate, and each amendment thereto on file complete in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect all material respects on the Closing Date; provided, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantorhowever, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language materiality in the text thereof); and provided, of the further that those representations and warranties set forth expressly referring to a specific date shall be true, accurate and complete in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and all material respects as of the Closing Datesuch date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each no Event of such certifications shall be true. (f) The Administrative Agent Default shall have received a certificate occurred and be continuing or result from the entering into of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing DateAgreement. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Lessor shall have no obligation to acquire any Item of Equipment and subject it to the Lease Agreement shall not become effective until unless on the date on which Closing Date each of the following conditions is satisfied are fulfilled: (or waived i) Lessor shall have received this Agreement, the Lease Agreement, the Assembly Agency Agreement, the Loan Agreement and the Trust Agreement, and the Administrative Agent shall have received the Administrative Agent Fee Letter, in accordance with Section 11.02)each case duly authorized, executed and delivered by each other party thereto. (aii) Lessor shall have received from Lessee, in form and substance satisfactory to Lessor, resolutions of the boards of directors of Lessee or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified as of the Closing Date by the secretary of Lessee, duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessee. (iii) Lessor shall have received from Guarantor, in form and substance satisfactory to Lessor, resolutions of the boards of directors of Guarantor or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified by the secretary of Guarantor as of the Closing Date, duly authorizing the execution, delivery and performance of the Participation Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Guarantor. (iv) Lessor shall have received written opinions of Schuxxx Xxxh & Xabex LLP, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-1. (v) Lessor shall have received a written opinion of Valexxx Xxxner, Esq., in-house counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-2. (vi) Lessee shall have delivered good standing certificates dated within five (5) days of the Closing Date from the state in which the Lessee is incorporated and Guarantor shall have delivered a good standing certificate dated within five (5) days of the Closing Date from the state in which Guarantor is incorporated. (vii) The Administrative Agent (or its counsel) and Lessor shall have received from each party thereto either (i) a counterpart of this Agreement signed an Appraisal for all equipment sold by Lessee to Lessor on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (cviii) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect administrative fee due on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, Date described in Section 11.9 and all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties other fees set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true[Commitment Letter]. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement and the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date (or, in the case of clause (vi) below, as of a recent date): (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a counterpart certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement signed on behalf and each other Loan Document to which such Person is or will be a party, (2) approving this Agreement and each other Loan Document to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver this Agreement and each other Loan Document to which such Person is or will be a party or and any related documents and (iiB) written evidence satisfactory the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(b) and (e); (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary; and (which may include facsimile or electronic transmission vi) certificates of a signed signature page appropriate officials as to the existence and good standing of this Agreement) that such party has signed a counterpart of this Agreementthe Borrower and each Guarantor. (b) The LendersThere shall not have occurred any change, effect, event or occurrence since December 31, 2020 that, individually or in the Administrative Agentaggregate, the Arrangers and each other Person entitled has had, or would reasonably be expected to the payment of fees or the reimbursement or payment of expenseshave, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Datea Material Adverse Effect. (c) The Administrative Agent shall have received certified copies evidence that (i) Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date will be, permanently reduced on a pro rata basis among the Lenders to an aggregate amount not to exceed $500 million, (ii) the Letter of Credit Commitments (as defined in the resolutions of Existing Credit Agreement) under the Board of Directors of each Loan Party approving this Existing Credit Agreement have been terminated, or 64 Revolving Credit Facility substantially concurrently with the Closing Date will be terminated and (iii) the Borrower’s ability to borrow Swingline Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement has been terminated, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals or substantially concurrently with respect to this Agreementthe Closing Date will be terminated. (d) The Administrative Agent conditions precedent set forth in Sections 3.02(b) and (d) shall have received from each Loan Party, to the extent generally available theretofore been satisfied or waived in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (f) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). 9.02: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of following, each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and : (Ei) the absence, as of the Closing Date, of any Default or Event of Default; and this Agreement executed by each party hereto; (ii) the Guaranty executed by each of such certifications shall be true.party thereto; (fiii) The Administrative Agent shall have received a certificate of an officer and of the Secretary secretary or an Assistant Secretary assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Party certifying Document to which such Person is or will be a party, (2) approving the names Loan Documents to which such Person is or will be a party and true (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of each Loan Partysuch Person executing any documents on its behalf; provided, as the case may be, authorized that there shall be no requirement to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date.deliver such certificates for any Guarantor that is not a Material Subsidiary; (giv) The Administrative Agent shall have received from each a certificate of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for a Responsible Officer of the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and Borrower certifying as to such other matters as any Lender through the Administrative Agent may reasonably request.satisfaction of the conditions in Sections 3.01(c) and (e); and (hv) The signed opinions addressed to the Administrative Agent and the Lenders shall have received, at least ten business days prior from legal counsel to the Closing Date (or such later date approved Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent) all documentation and other information ; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Actnot a Material Subsidiary.

Conditions Precedent to the Closing Date. This The obligation of each Lender to make Loans and the effectiveness of this Agreement shall not become effective until are subject to the date on which prior satisfaction of each of the following conditions is satisfied conditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (or unless waived in accordance with Section 11.02).writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from Delivery to the Agents of each party thereto either of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory to the Administrative Agent Depositary Agreement; (which may include facsimile or electronic transmission of iii) the NDA; (iv) the Member Pledge; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (v) the Security Agreement; (vi) [***]; and (vii) the Notes (if requested by a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender). (b) The Lenders, the Administrative Agent, the Arrangers Each representation and each other Person entitled to the payment warranty set forth in Section 4.1 is true and correct in all material respects as of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (includingunless such representation or warranty relates solely to an earlier date, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for in which invoices case it shall have been presented on or before the Closing Datetrue and correct in all material respects as of such earlier date). (c) The Administrative Agent As of the Closing Date, no event shall have received certified copies occurred and be continuing or would result from the consummation of the resolutions transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to Default under this Agreement. (d) The Delivery to the Administrative Agent shall have received and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction signed by each of its incorporation, respective authorized Responsible Officers and dated reasonably near as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (iwhich, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) listing the charters a certificate from a Responsible Officer of each Loan PartyParty certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (B) the absence of a Default or an Event of Default, and (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) an opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts ([***]) required to be paid to or deposited with the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationtheir sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions [***] directing all payments to be made to the Collection Account, which instructions may be given in the NDA. (m) The Administrative Agent shall have received a certificate or certificates report of each of each Loan Partythe Independent Engineer in form, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments scope and substance satisfactory to the charter of such Loan PartyLenders and the Administrative Agent, as the case may be, since the date together with a certificate of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language Independent Engineer in the text thereof), form of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.Exhibit H. (fn) The Administrative Agent shall have received a an estoppel certificate of with respect the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan PartyMaster Lease, as the case which certificate may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially included in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably requestNDA. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The effectiveness of this Agreement, and the date on which obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit, and the occurrence of the Closing Date, is subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 11.02).precedent: (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Joint Lead Arrangers and the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent timely requested by such Lenders, pursuant to Section 2.16. (cii) The Administrative Agent shall have received certified a copy of this Agreement duly executed and delivered by each party thereto. (iii) Certified copies of (A) the resolutions of the Board board of Directors directors or of the members or managers of the Borrower approving the execution, delivery and performance of this Agreement and each other Loan Party approving this AgreementDocument, and of (B) all documents evidencing other necessary corporate action and governmental and regulatory other third party approvals and consents, if any, with respect to this AgreementAgreement and the other Loan Documents. (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporationincorporation or organization of the Borrower, dated reasonably near the Closing Date, certifying (iA) listing as to a true and correct copy of the charters charter, articles of each Loan Partyincorporation or articles of organization, as the case may be, be (“Organizational Documents”) of the Borrower and each amendment thereto on file in such Secretary’s office and certifying (B) that (1) such amendments are the only amendments to each Loan Partythe Borrower’s charter, as the case may be, Organizational Documents on file in such Secretary’s office, (2) if applicable, the Borrower has paid all franchise taxes to the date of such certificate and (iiC) stating, the Borrower is duly incorporated or organized and in the case of each Loan Party, that such Loan Party is authorized to transact business good standing or presently subsisting under the laws of the State of the jurisdiction of its place of formationincorporation or organization. (iv) The Administrative Agent shall have received a A certificate or certificates of each of each Loan Partythe Borrower, signed on behalf of each Loan Party respectively, the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereofOfficer, dated the date of the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter Organizational Documents of such Loan Party, as the case may be, Borrower since the date of the certificates Secretary of State’s certificate referred to in paragraph (d) aboveSection 3.01(a)(iv), (B) a true and correct copy of the bylaws of each Loan Partyor operating agreement, as applicable, of the case may be, Borrower as in effect on the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Closing Date, (C) the due incorporation/organization and good standing or valid existence of the Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may beBorrower, (D) (x) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), truth of the representations and warranties set forth contained in Section 4.01(a) through (p), inclusive, (r), (s) and (u), the Loan Documents as though made on and as of the date of the Closing Date and (y) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be truecurrent Debt Ratings. (fvi) The Administrative Agent shall have received a A certificate of a Responsible Officer of the Secretary or an Assistant Secretary of each Loan Party Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Party, as the case may be, authorized Document to sign, and signing, this Agreement which it is or is to be a party and the other Credit Documents documents to be delivered hereunder on or before the Closing Dateand thereunder. (gvii) The Administrative Agent shall have received from each A favorable opinion of Xxxxxx Xxxxxx Bxxxxxx XxXxxxx, LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan PartiesBorrower, a favorable opinion, each in substantially in the form attached of Exhibit D hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent or the Joint Lead Arrangers may reasonably request. (hviii) Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.12 hereof. (b) There has been no event or condition since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document, and there shall have been no adverse change in the status, or financial effect on, the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (d) The Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Administrative Agent and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (ii) all accrued and unpaid interest, fees, expenses, and reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (e) All advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full. The commitments under the Existing Credit Agreement shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for in a manner acceptable to the Administrative Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Administrative Agent), and all Liens and guaranties supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (f) The Administrative Agent and the Lenders Lender Parties shall have received, at least ten business three (3) Business Days prior to the Closing Date, an executed Certificate of Beneficial Ownership (in form and substance acceptable to the Administrative Agent and each Lender Party), and shall have received, at least three (3) Business Days prior to the Closing Date all other documentation and other information requested at least seven (7) days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the in connection with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the Patriot Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until on and as of the first date (the "Closing Date") on which each of the following conditions is precedent have been satisfied (and the obligation of each Lender to make the Advances hereunder is subject to the satisfaction of such conditions precedent before or waived in accordance concurrently with Section 11.02).the Closing Date): (a) The Administrative Agent (or its counsel) and FFH shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing DateDate the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to FFH (unless otherwise specified) and in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement from each Credit Party. (cii) The Administrative Agent shall have received certified Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.09. (iii) Certified copies of the resolutions of the Board boards of Directors directors or shareholder(s) of each of the Borrowers and each Primary Guarantor approving the execution and delivery of this Agreement and each other Loan Party approving this AgreementDocument to which it is, or is intended to be a party, and of all documents evidencing other necessary corporate constitutive action and and, if any, material governmental and regulatory other third party approvals and consents, if any, with respect to the Reorganization Plan, this AgreementAgreement and each other Loan Document. (div) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a A copy of the charter or other constitutive document of each Borrower and each Primary Guarantor and each amendment thereto, certified (as of a certificate or certificates of date reasonably acceptable to FFH) by the Secretary of State of the jurisdiction (or other appropriate public officialGovernmental Authority, as applicable) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Partyincorporation or organization, as the case may be, thereof as being a true and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationcorrect copy thereof. (iv) The Administrative Agent shall have received a A certificate or certificates of each of Borrower and each Loan Party, Primary Guarantor signed on behalf of each Loan such Credit Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereofor its secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Credit Party and the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, changes thereto; (B) a true the accuracy and correct copy completeness of the bylaws (or other applicable organizational document) of each Loan Party, as the case may be, such Credit Party as in effect on the Closing Date, date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution dissolution, liquidation or liquidation other termination of the Borrower or any Guarantor, as the case may be, existence of such Credit Party; and (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, absence of any Default event occurring and continuing, or Event resulting from the Advance or the application of proceeds, if any, therefrom, that would constitute a Default; and (ii) each of such certifications shall be true. (fvi) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Loan Party Borrower and each Primary Guarantor certifying the names and true signatures of the officers of each Loan Party, as the case may be, such Credit Party authorized to sign, and signing, sign this Agreement and the other Credit Documents documents to be delivered hereunder hereunder. (vii) The Administrative Agent and FFH shall have received (A) a weekly cash bankruptcy budget for the 13-week period from the commencement of the Cases, prepared by the Credit Parties and in form and substance acceptable to the FFH in its sole discretion (the "Interim DIP Budget") and (B) draft 2008 audited consolidated financial statements of Parent and its Subsidiaries. (viii) A Notice of Borrowing for the Borrowing to be made on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (hb) The Administrative Agent and the Lenders shall have receivedreceived (i) satisfactory evidence of the entry of an order of the U.S. Bankruptcy Court substantially in the form of Exhibit C (the "Interim Order") approving, among other things, the Loan Documents, granting the Superpriority Claim status and other Liens described in Section 4.01(m), providing for an intercreditor arrangement with the secured parties under the Existing Facilities and including granting of the adequate protection described therein and (ii) satisfactory evidence of the issuance of the Initial CCAA Order substantially in the form of Exhibit D. (c) The Credit Parties shall be in compliance with the orders described in clause (b) above, which shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld). (d) All of the "first day orders" (including the Interim Order and the Initial CCAA Order) entered by the Bankruptcy Courts at least ten business days prior the time of the commencement of the Cases, related orders, and motions and other documents to be filed with and submitted to the Closing Date U.S. Bankruptcy Court in connection with this Agreement shall be reasonably satisfactory in form and substance to FFH. (e) No examiner with increased powers to operate the Credit Parties' material businesses or such later date approved by trustee, receiver, interim receiver or receiver and manager shall have been appointed with respect to any or all of the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the ActCredit Parties or their respective properties.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date: (i) a counterpart of this Agreement signed on behalf of such executed by each party or hereto; (ii) written evidence satisfactory the Guaranty executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementMaterial Subsidiary. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies a certificate of appropriate officials as to the existence and good standing of the resolutions of Borrower and each Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the Board of Directors of each Loan Party approving this Agreementaggregate, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect has had, or would reasonably be expected to this Agreementhave, a Material Adverse Effect. (d) The Administrative Agent shall have received from each Loan Partyevidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to the extent generally available in the relevant jurisdictioncustomary payoff documentation, a copy of a certificate or certificates including evidence of the Secretary release of State Liens, if any, granted in connection therewith. (or other appropriate public officiale) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (iThe conditions precedent set forth in Sections 3.02(b) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (iid) stating, shall have theretofore been satisfied or waived in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (g) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Lessor shall have no obligation to acquire any Item of Equipment and subject it to the Lease Agreement shall not become effective until unless on the date on which Closing Date each of the following conditions is satisfied are fulfilled: (or waived i) Lessor shall have received this Agreement, the Lease Agreement, the Assembly Agency Agreement, the Loan Agreement and the Trust Agreement, in accordance with Section 11.02)each case duly authorized, executed and delivered by each other party thereto. (aii) Lessor shall have received from Lessee, in form and substance satisfactory to Lessor, resolutions of the boards of directors of Lessee or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified as of the Closing Date by the secretary of Lessee, duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessee. (iii) Lessor shall have received from Guarantor, in form and substance satisfactory to Lessor, resolutions of the boards of directors of Guarantor or other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each certified by the secretary of Guarantor as of the Closing Date, duly authorizing the execution, delivery and performance of the Participation Agreement and each other document to be delivered in connection therewith to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Guarantor. (iv) Lessor shall have received written opinions of Schuxxx Xxxh & Zabex XXX, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-1. (v) Lessor shall have received a written opinion of Valexxx Xxxner, Esq., in-house counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-2. (vi) Lessee shall have delivered good standing certificates dated within five (5) days of the Closing Date from the state in which the Lessee is incorporated and Guarantor shall have delivered a good standing certificate dated within five (5) days of the Closing Date from the state in which Guarantor is incorporated. (vii) The Administrative Agent (or its counsel) and Lessor shall have received from each party thereto either (i) a counterpart of this Agreement signed an Appraisal for all Equipment sold by Lessee to Lessor on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (cviii) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, administrative fee and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, fees as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p)the letter agreement dated May 22, inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through 2000 between the Administrative Agent may reasonably requestand Lessee. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as of Exhibit B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until and the date on obligations of the Lender hereunder are subject to and conditional upon the following conditions precedent being fulfilled to the satisfaction of the Lender, which conditions precedent are for the sole and exclusive benefit of the Lender: 3.1.1 this Agreement and each of the following conditions is satisfied other Transaction Documents, (other than the Blocked Account Agreements, Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the IQ Warrant Agreement, the certificates representing the Warrants and the Funding Direct Agreements), including all notices, share certificates, stock transfer forms and other ancillary documents required to be delivered pursuant to the Security Documents, will have been executed and delivered by all parties thereto on or waived prior to the Closing Date and each shall be in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence form and substance satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Lender; (b) The Lenders, 3.1.2 the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent Lender shall have received certified copies of the resolutions Organizational Documents of the Board of Directors Obligors and Telesat Parent, the resolutions authorizing the execution, delivery and performance of each Obligor’s and Telesat Parent’s obligations under the Loan Party approving this AgreementDocuments to which it is a party and the transactions contemplated herein, and certificates as to the incumbency of all documents evidencing other necessary corporate action the officers of each Obligor and governmental and regulatory approvals with respect to this Agreement.Telesat Parent; (d) The Administrative Agent 3.1.3 the Lender shall have received from each Loan Party, to certified copies of all agreements which restrict or limit the extent generally available in powers of any Obligor or its directors or officers not otherwise delivered under Subsection 3.1.2 of this Agreement; 3.1.4 the relevant jurisdiction, a copy of a certificate or Lender shall have received certificates of the Secretary of State status, compliance or good standing (or other appropriate public officialthe local law equivalent), as applicable, of each Obligor and Telesat Parent; 3.1.5 the Lender shall have received certified copies of all consents, authorizations, approvals or permissions (each of which shall be in full force and effect) of any Governmental Authorities or other third parties (including in connection with the jurisdiction IQ Investment Agreements) required for the execution, delivery and performance of its incorporation, dated reasonably near each Obligor’s and Telesat Parent’s obligations under the Transaction Documents to which it is a party and the transactions contemplated therein as of the Closing Date, (i) listing ; 3.1.6 the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent Lender shall have received a certificate or certificates currently dated Officer’s Certificate of each the Borrower: 3.1.6.1 certifying the organizational chart of each Loan Party, signed on behalf the Telesat Group; 3.1.6.2 attaching certified copies of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Permits listed in Schedule 6.1.17 attached hereto (as at the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date ); 3.1.6.3 attaching certified executed copies of the certificates referred to Material Project Contracts listed in paragraph Schedule 6.1.16 attached hereto (d) above, (B) a as at the Closing Date); 3.1.6.4 certifying that all of the representations and warranties contained herein and all of the representations and warranties contained in each other Loan Document are true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except it being understood and agreed that in each case, such materiality qualifier shall not be applicable any representation or warranty that is qualified as to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language shall be true and correct in the text thereofall respects), ; 3.1.6.5 certifying that no (A) Default or Event of the representations and warranties set forth in Section 4.01(a) through (p), inclusiveDefault, (r)B) “Default” or “Event of Default” (or similar terms) as defined in any Transaction Document, (s) and (u)C) “Default” or “Event of Default” (or similar terms) as defined in any Core Material Project Contract, as though made in each case, shall have occurred and be continuing on and as of the Closing Date, and (E) the absence, as of the Closing Date, of nor shall any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate Default under any of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures agreements referred to in clause (A) through (C) arise as a result of the officers of each Loan Party, as Closing or the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder initial Advance made on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.; and

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The Closing Date hereunder is subject to the date on which each of condition precedent that the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to Company and the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreementas the Company’s assignee) that such party has signed a counterpart of this Agreement. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (includingreceived, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. , the following, each (cunless otherwise indicated) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments and each in form and substance reasonably satisfactory to the charter of such Loan Party, Company and the Administrative Agent (as the case may be, since the date of the certificates referred to in paragraph Company’s assignee): (da) above, (B) a true and correct A copy of the bylaws resolutions or written consent of the board of directors or managers or other equivalent governing body of each Loan PartyOriginator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or equivalent) of such Originator; (b) Good standing certificates, or an equivalent certificate, for each Originator issued as of a recent date reasonably acceptable to the Company and the Administrative Agent (as the case may beCompany’s assignee) by the Secretary of State, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof)other equivalent authority, of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each jurisdiction of such certifications shall be true.Originator’s organization; (fc) The Administrative Agent shall have received a A certificate of the Secretary or an Assistant Secretary (or equivalent) of each Loan Party Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and the Administrative Agent (as the Company’s assignee) may conclusively rely until such time as the Servicer, the Company and the Administrative Agent (as the Company’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Loan PartyOriginator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of such Originator; (e) The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrative Agent, for the benefit of the Secured Parties, as secured party/assignee) of the Receivables sold or contributed by such Originator as may be necessary or, in the Company’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Company hereunder; (f) Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, authorized on or prior to signthe Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Company hereunder), and signing, this Agreement tax and the other Credit Documents to be delivered hereunder on or before the Closing Date.judgment lien search results showing no evidence of such liens filed against any Originator; (g) The Administrative Agent shall have received from each Favorable opinions of Xxxxxx Xxxxxx LLP counsel to the Originators, in form and Xxxxxx & Xxxxxx LLPsubstance reasonably satisfactory to the Company, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request.(as the Company’s assignee), and each Group Agent; (h) The Administrative Agent A Subordinated Note in favor of each Originator, duly executed by the Company; and (i) Evidence of (i) the execution and delivery by each Originator and the Lenders shall have received, at least ten business days prior Company of each of the other Transaction Documents to be executed and delivered in connection herewith; and (ii) that each of the conditions precedent to the Closing Date (or execution, delivery and effectiveness of such later date approved by other Transaction Documents has been satisfied to the Company’s and the Administrative Agent’s (as the Company’s assignee) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Actsatisfaction.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date: (i) a counterpart of this Agreement signed on behalf of such executed by each party or hereto; (ii) written evidence satisfactory the Guaranty executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementMaterial Subsidiary. (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies a certificate of appropriate officials as to the existence and good standing of the resolutions of Borrower and each Guarantor. (c) There shall not have occurred any change, effect, event or occurrence since December 31, 2017 that, individually or in the Board of Directors of each Loan Party approving this Agreementaggregate, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect has had, or would reasonably be expected to this Agreementhave, a Material Adverse Effect. (d) The Administrative Agent shall have received from each Loan Partyevidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to the extent generally available in the relevant jurisdictioncustomary payoff documentation, a copy of a certificate or certificates including evidence of the Secretary release of State Liens, if any, granted in connection therewith. (or other appropriate public officiale) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (iThe conditions precedent set forth in Sections 3.02(b) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (iid) stating, shall have theretofore been satisfied or waived in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (g) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement and the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02).9.02: (a) The Administrative Agent (or its counsel) shall have received from the following, each party thereto either dated as of the Closing Date (or, in the case of clause (vi) below, as of a recent date): (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a counterpart certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of this Agreement signed on behalf and each other Loan Document to which such Person is or will be a party, (2) approving this Agreement and each other Loan Document to which such Person is or will be a party and (3) authorizing officers of such Person to execute and deliver this Agreement and each other Loan Document to which such Person is or will be a party or and any related documents and (iiB) written evidence satisfactory the incumbency and specimen signatures of the officers of such Person executing any documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in Sections 3.01(b) and (e); (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary; and (which may include facsimile or electronic transmission vi) certificates of a signed signature page appropriate officials as to the existence and good standing of this Agreement) that such party has signed a counterpart of this Agreementthe Borrower and each Guarantor. (b) The LendersThere shall not have occurred any change, effect, event or occurrence since December 31, 2020 that, individually or in the Administrative Agentaggregate, the Arrangers and each other Person entitled has had, or would reasonably be expected to the payment of fees or the reimbursement or payment of expenseshave, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Datea Material Adverse Effect. (c) The Administrative Agent shall have received certified copies evidence that (i) Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date will be, permanently reduced on a pro rata basis among the Lenders to an aggregate amount not to exceed $500 million, (ii) the Letter of Credit Commitments (as defined in the resolutions of Existing Credit Agreement) under the Board of Directors of each Loan Party approving this Existing Credit Agreement have been terminated, or substantially concurrently with the Closing Date will be terminated and (iii) the Borrower’s ability to borrow Swingline Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement has been terminated, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals or substantially concurrently with respect to this Agreementthe Closing Date will be terminated. (d) The Administrative Agent conditions precedent set forth in Sections 3.02(b) and (d) shall have received from each Loan Party, to the extent generally available theretofore been satisfied or waived in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formationaccordance with Section 9.02. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments for distribution to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (dLenders so requesting) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents to be delivered hereunder on or before the Closing Date. (g) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten three business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is about the Borrower and Guarantors as required by the regulatory authorities under the applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding without limitation the Patriot Act, without limitationto the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Actcondition set forth in this clause (ii) shall be deemed to be satisfied). (f) All fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance satisfactory to the Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) Purchaser shall have received from each party thereto either of the following: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a An executed counterpart of this Agreement. (bii) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, Seller authorizing this Agreement and the other Credit Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered hereunder on pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or before delivered by the Closing DateSeller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto. (giii) The Administrative Agent shall have received from each of Xxxxxx Xxxxxx LLP An officer incumbency and Xxxxxx & Xxxxxx LLP, counsel specimen signature certificate for the Loan PartiesSeller and the Guarantor. (iv) Organizational documents of the Seller and the Guarantor certified by the applicable governmental authority (as applicable), a favorable opinionand evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall deem advisable with respect to the Seller, each substantially and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports. (vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder. (vii) Opinions of counsel to the form attached hereto as Exhibit B Seller and as the Guarantor, including opinions with respect to due organization and good standing of the Seller and the Guarantor, due authorization, execution and delivery of this Agreement by the Seller and the Guarantor, validity and enforceability of this Agreement with respect to the Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale and such other matters as any Lender through the Administrative Agent Purchaser may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall not become effective until the date on which each of is subject to the following conditions is satisfied (precedent having been complied with to the satisfaction of or waived in accordance with Section 11.02).writing by the Participants on or before the Closing Date (each document, instrument, certificate, opinion or other paper referred to below to be in form and substance reasonably satisfactory to the Participants and, unless otherwise specified, to be dated the Closing Date): (a) The Administrative Agent following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (or its counselother than the Finance Parties), and an executed copy of each (other than with respect to the Finance Parties) shall have received from been delivered to each party thereto either Participant and the Security Trustee: (i) a counterpart of this Agreement signed on behalf of such party or Agreement; (ii) written evidence satisfactory to the Administrative Agent Security Agreement; (which may include facsimile or electronic transmission of a signed signature page of this iii) the Fee Letter; (iv) the Borrower Parent Pledge Agreements; (v) the Indemnity Agreement; and (vi) that such party has signed a counterpart of this Agreementthe Swap Master Agreements. (b) The Lenders, Each Participant and the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Security Trustee shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation.following: (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws organizational documents of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of Borrower and the Borrower or any GuarantorParent, as the case may becertified by an authorized representative of such Person, a good standing certificate (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofif applicable), and other evidence authorizing execution, delivery and performance by such Person of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default each Operative Document to which such Person is or Event of Default; and will be a party; (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate copy of the organizational documents of the Security Trustee, certified by a Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to signSecurity Trustee, and signingother evidence authorizing the execution, delivery and performance by the Security Trustee of this Agreement and each other Operative Document to which the other Credit Security Trustee is or will be a party; (iii) an incumbency certificate of each Borrower and the Borrower Parent as to the person or persons authorized to execute and deliver Loan Operative Documents to be delivered hereunder on which it is a party and the specimen signature of such person or before the Closing Date.persons; (giv) The Administrative Agent shall have received from each an incumbency certificate of Xxxxxx Xxxxxx LLP or in respect of the Persons authorized to execute documents on behalf of the Security Trustee and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to specimen signature of such other matters as any Lender through the Administrative Agent may reasonably request.persons; (hv) The Administrative Agent and the Lenders shall have received, at least ten business days prior to the Closing Date (or such later date approved copies of all documents delivered by the Administrative AgentBorrower Parent under the Borrower Parent Pledge Agreements; (vi) all documentation and other information that is (including originals if required under regulation or policy) required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, including without limitation, the ActUSA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), that has been requested not less than five Business Days prior to the Closing Date; and (vii) such other documents and evidence with respect to each Borrower, the Borrower Parent and the Security Trustee as any Participant or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the other Operative Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth and compliance with any money laundering informational requirements the Participants may have. (c) All approvals and authorizations of any trustee or holder of the indebtedness or obligation of each Borrower, the Borrower Parent or any of their Affiliates which are required in connection with any of the transactions contemplated by this Agreement shall have been duly obtained, and evidence thereof shall have been delivered to each Participant and the Security Trustee. (d) On the Closing Date, the Security Trustee and the Participants shall have received evidence reasonably satisfactory to it that all of the Borrower Parent Pledged Collateral is held by the Borrower Parent free and clear of all Liens other than the Borrower Parent Pledge Agreements. (e) The Uniform Commercial Code financing statements covering all the Liens created by or pursuant to the Borrower Parent Pledge Agreements and the Security Agreement shall have been authorized by the Borrower Parent and the Borrowers, as applicable, and such financing statements or other statements or documents for the same purpose shall have been authorized to be filed in all places which the Security Trustee or its special counsel shall deem necessary or advisable. (f) The Security Trustee and the Participants shall have received an opinion addressed to the Security Trustee, the Agent and the Participants as of the Effective Date, from, in each case in form and substance reasonably satisfactory to such Participants: (i) Cxxxxxxxxxx Xxxxx, General Counsel to the Borrower Parent, with respect to the Borrower Parent; (ii) Wxxxxxx Bxxxxxx LLP, special New York and Delaware counsel to the Borrower Parties; and (iii) Vxxxxx Price LLP, special English counsel to the Agent; in each case covering such additional matters as the Security Trustee or any Participant may reasonably request, including, in respect of clauses (ii) and (iii) above, as to the enforceability of each Swap Master Agreement under the laws of the State of New York and the due execution of each Swap Master Agreement by the relevant Borrower. (g) The Borrowers shall have paid the fees due on the Closing Date pursuant to the Fee Letter and to Section 2.7(b). (h) Each Participant shall have received its internal credit approvals to execute and deliver this Agreement and the other Operative Documents to which such Participant is party, and to consummate the transactions contemplated hereby and thereby.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The obligation of each Lender to make its initial extension of credit hereunder and the date on which occurrence of the Closing Date is subject to the fulfillment, to the reasonable satisfaction (or waiver in accordance with Section 11.2), of each of the following conditions is satisfied (or waived in accordance with Section 11.02).conditions: (a) The Administrative the Agent (or its counsel) shall have received from this Agreement, the Agent Fee Letter and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.thereto; (b) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies the written opinions, dated the Closing Date, of counsel to the resolutions of the Board of Directors of each Loan Party approving this AgreementParties, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement., which written opinions shall be in form and substance reasonably satisfactory to the Agent; (dc) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of status with respect to each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated within 30 days of the Closing Date, certifying as or confirmed by facsimile, if facsimile confirmation is available, each such certificate to (A) be issued by the absence secretary of any amendments to state of the charter jurisdiction of incorporation or formation of such Loan Party, as and, to the case may beextent available in such jurisdiction, since which certificates shall indicate that the date of the certificates referred to applicable Loan Party is in paragraph good standing in such state; (d) above, (B) the Agent shall have received a true and correct copy of the bylaws of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (e) the case may beAgent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the execution and delivery of the other documents to be delivered by it in effect connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (f) the Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to each Loan Party executing this Agreement and the other Loan Documents not previously delivered to the Agent to which it is a party, certified by a Responsible Officer, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (g) to the extent invoiced at least three Business Days prior to the Closing Date, the Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and all fees due on the Closing Date pursuant to any Fee Letter; (h) all governmental and third party approvals and other consents necessary in connection with the IPO, the Loan Documents and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions; (i) the Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the last three full fiscal years ended at least 60 days prior to the Closing Date, (Cii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the corresponding period(s) of the prior fiscal year) and (iii) with respect to the balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the fiscal quarter ended June 30, 2014, reconciliations thereof with respect to the Borrower and its Subsidiaries (and excluding Holdings) for such fiscal quarter, which shall have been reviewed by the independent accountants for Holdings as provided in Statement of Auditing Standards No. 100; which are prepared in accordance with US GAAP and meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-1; (j) the absence of any proceeding for Agent shall have received customary officer certificates in form and substance reasonably satisfactory to the dissolution or liquidation Agent signed by a Financial Officer of the Borrower or any Guarantor, as (i) certifying that the case may beconditions in Sections 3.1(h), (Dk), (l), (m), and (n) have been satisfied, (ii) certifying that the Borrower and its Subsidiaries, on a Stand Alone Basis, are Solvent on the Closing Date and (iii) demonstrating compliance on the Closing Date with the financial covenants in Sections 6.12(b), (c) and (d), in each case, on a pro forma basis for the Transactions; (k) (i) the truthIPO with gross proceeds of not less than $100,000,000.00 shall have been consummated, (ii) 100% of the outstanding general partnership interests of the Borrower shall have been contributed to Holdings and (iii) 100% of the outstanding membership interests issued by FSCO and by FSM shall have been contributed to the Borrower; (l) the representations and warranties of Loan Parties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date (except provided that, to the extent that in each case, such materiality qualifier shall not be applicable to any representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that are already is qualified or modified by as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in the text thereofall respects on such respective dates), ; (m) no Event of the representations Default or Unmatured Event of Default shall have occurred and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made be continuing on and as of the Closing Date, and (E) nor shall result from the absence, as making of extensions of credit on the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.; (fn) The Administrative Agent the Borrower and its Subsidiaries shall have received a certificate of no Debt outstanding other than pursuant to the Secretary or an Assistant Secretary of each Loan Party certifying the names Revolving Credit Facility and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents Debt permitted to be delivered hereunder on or before outstanding under the Closing Date.terms of this Agreement; and (go) The Administrative the Agent shall have received from each of Xxxxxx Xxxxxx LLP and Xxxxxx & Xxxxxx LLP, counsel for the Loan Parties, a favorable opinion, each substantially in the form attached hereto as Exhibit B and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) The Administrative Agent and the Lenders shall have received, at least ten business days 5 Business Days prior to the Closing Date (or such later date approved by the Administrative Agent) Date, all documentation and other information that is required by the bank regulatory authorities under the applicable “know your know-your-customer” and anti-money-money laundering rules and regulations, includingincluding the PATRIOT Act, without limitation, as reasonably requested by any of the ActAgent and/or the Lenders in writing at least 10 Business Days in advance of the Closing Date.

Conditions Precedent to the Closing Date. This Agreement shall not become effective until The occurrence of the date on which each Closing Date is subject to the satisfaction of the following conditions is satisfied (conditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or waived instrument specified below, each in accordance with Section 11.02).form and substance satisfactory to the Purchaser in its sole discretion: (a) The Administrative Agent (or its counsel) Purchaser shall have received from each party thereto either of the following: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a An executed counterpart of this Agreement. (bii) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) listing the charters of each Loan Party, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of each Loan Party, that such Loan Party is authorized to transact business under the laws of the jurisdiction of its place of formation. (i) The Administrative Agent shall have received a certificate or certificates of each of each Loan Party, signed on behalf of each Loan Party respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Closing Date, certifying as to (A) the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each Loan Party, as the case may be, as in effect on the Closing Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or any Guarantor, as the case may be, (D) the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties set forth in Section 4.01(a) through (p), inclusive, (r), (s) and (u), as though made on and as of the Closing Date, and (E) the absence, as of the Closing Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, as the case may be, authorized to sign, and signing, Seller authorizing this Agreement and the other Credit Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered hereunder on or before submitted pursuant to this Agreement, the Closing Dateother Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto. (giii) The Administrative Agent An officer incumbency and specimen signature certificate for each Seller and the Guarantor. (iv) Organizational documents of each Seller and the Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall have received from deem advisable with respect to each Seller, and releases of Xxxxxx Xxxxxx LLP any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports. (vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder. (vii) Opinions of counsel to the Sellers and Xxxxxx & Xxxxxx LLPthe Guarantor, counsel for including opinions with respect to due organization and good standing of each Seller and the Loan PartiesGuarantor, a favorable opiniondue authorization, execution and delivery of this Agreement by each substantially in Seller and the form attached hereto as Exhibit B Guarantor, validity and as enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as any Lender through the Administrative Agent Purchaser may reasonably request. (hviii) The Administrative Agent and Evidence of the Lenders shall have received, at least ten business days prior establishment of the Seller Accounts. (ix) An executed Account Control Agreement with respect to the Closing Date each Seller Account. (or such later date approved x) An executed Seller A Power of Attorney. (xi) Evidence of acceptance by the Administrative AgentProcess Agent of its appointment on behalf of Seller A pursuant to Section 13.15. (xii) A certification from each Seller that it has instructed each Approved Obligor to pay all documentation amounts owing on Receivables that are or will be Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or will be Purchased Receivables to any account other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act.than a Seller Account. 163908148