Common use of Conditions Precedent to the Restatement Effective Date Clause in Contracts

Conditions Precedent to the Restatement Effective Date. The obligation of each Lender to make its initial extension of credit hereunder and the occurrence of the Restatement Effective Date is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014: (a) Borrower shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c); (d) Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State of Delaware, and which certificates shall indicate that the applicable Loan Party is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Restatement Effective 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 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(f); (h) Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and all fees due on the Restatement Effective Date pursuant to any Fee Letter; (i) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole; (j) Agent shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a whole; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; (m) [Reserved]; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (o) the conditions in Sections 3.2(a) and (b) shall be satisfied on and as of the Restatement Effective Date.

Conditions Precedent to the Restatement Effective Date. The obligation of each Lender to make its initial extension of credit hereunder and This Agreement shall become effective on the occurrence of date (the "Restatement Effective Date Date") which is subject the date upon which the Borrower shall have furnished to the fulfillment, to Agent with sufficient copies for the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014Lenders: (ai) Borrower shall have executed and delivered to Agent Copies, certified by the Disclosure Statement required under this Agreement. The form and content Secretary or Assistant Secretary of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective DateBorrower, of counsel to the Loan Partiesits articles of incorporation and by-laws or, with respect to this Agreementin lieu thereof, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c); (d) Agent shall have received a certificate of status with respect the Secretary or Assistant Secretary of the Borrower to each Loan Party dated within 30 days of the effect that neither said articles or incorporation or by-laws have been amended since the date of effectiveness of this Agreement, or confirmed by facsimilethe Original Credit Agreement except for such amendments, if facsimile confirmation is availableany, each such certificate as are attached to be issued said certificate. (ii) Copies, certified by the Secretary or Assistant Secretary of State the Borrower, of Delawareits Board of Directors' resolutions (and resolutions of other bodies, and which certificates shall indicate that if any are deemed necessary by counsel for any Lender) authorizing the applicable execution of the Loan Party is in good standing in such State;Documents. (eiii) Agent shall have received a copy An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower, which certificate shall be in form identify by name and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a copy title and bear the signature of the resolutions or the unanimous written consents with respect to each Loan Party, certified as officers of the Restatement Effective Date by a Responsible Officer, authorizing (A) the transactions contemplated by Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which such Loan Party is or will certificate the Lenders shall be a partyentitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, and (B) signed by 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 chief financial officer of the other documents to be delivered by it in connection herewith and therewithBorrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 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(f); (h) Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and all fees due stating that on the Restatement Effective Date pursuant to any Fee Letter;no Default or Unmatured Default has occurred and is continuing. (iv) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower A written opinion of the Borrower's counsel, addressed to the effect that Lenders in substantially the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole;form of Exhibit "E" hereto. (jvi) Agent shall have received Replacement Notes payable to the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement order of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent;Lenders. (kvii) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to haveWritten money transfer instructions, in substantially the reasonable opinion form of Agent: (i) a Material Adverse Effect on Exhibit "F" hereto, addressed to the ability of the Loan PartiesAgent and signed by an Authorized Officer, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a whole; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation related money transfer authorizations as the Agent shall may have reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board;requested. (mviii) [Reserved]; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall Such other documents as any Lender or its counsel may have been consummated; and (o) the conditions in Sections 3.2(a) and (b) shall be satisfied on and as of the Restatement Effective Datereasonably requested.

Conditions Precedent to the Restatement Effective Date. The obligation of each Lender the Lenders to make its initial extension of credit Advances hereunder and comprising the occurrence of Borrowing shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Restatement Effective Date is subject the following, each in form and substance satisfactory to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014Facility Agent: (a) Borrower shall have each of the amended and restated Facility Documents duly executed and delivered to Agent by the Disclosure Statement required under this Agreement. The form parties thereto, which shall each be in full force and content of the Disclosure Statement shall be reasonably satisfactory to the Lenderseffect; (b) Agent shall have received this Agreement, true and complete copies of the Agent Fee Letter, Constituent Documents of the Confirmation Agreement Borrower and each other Loan Document not previously delivered to it, each duly executed and delivered by each party theretothe Collateral Manager as in effect on the Restatement Effective Date; (c) Agent shall have received true and complete copies certified by a Responsible Officer of the written opinionsBorrower of all Governmental Authorizations, dated Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below and any filings required to be made by WhiteHorse Finance, Inc. after the Restatement Effective DateDate under the Investment Company Act, the Investment Advisers Act of counsel to 1940, as amended, the Loan PartiesSecurities Act or the Exchange Act, which shall be made in accordance with respect to Applicable Law), if any, required in connection with the transactions contemplated by this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c); (d) Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State of Delaware, and which certificates shall indicate that the applicable Loan Party is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect of the Borrower certifying (i) as to Borrowerits Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members or manager approving this Agreement and the other Facility Documents to which certificate shall be in form it is a party and substance as the transactions contemplated thereby, (iii) that its representations and warranties set forth in Exhibit 3.1(f); (f) Agent shall have received the Facility Documents to which it is a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified party are true and correct in all material respects as of the Restatement Effective Date by a Responsible Officer(except to the extent such representations and warranties expressly relate to any earlier date, authorizing in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (Aiv) the transactions contemplated by the Loan Documents to which such Loan Party no Default or Event of Default has occurred and is or will be a partycontinuing, and (Bv) as to the execution, delivery incumbency and performance by such Loan Party specimen signature of each Loan Document of its Responsible Officers authorized to which it is or will be a party and execute the execution and delivery of the other documents to be delivered by it in connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Facility Documents not previously delivered to Agent to which it is a party, certified by ; (e) a certificate of a Responsible OfficerOfficer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or manager approving this Agreement and the other Facility Documents to which certificate shall be in form it is a party and substance as the transactions contemplated thereby, (iii) that its representations and warranties set forth in Exhibit 3.1(fthe Facility Documents to which it is a party are true and correct in all material respects as of the Restatement Effective Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the best of its knowledge, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements (including amendments to existing financing statements), under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, amendments, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the Secured Parties and DBRS) of (i) Dechert LLP, counsel to the Borrower and the Collateral Manager and (ii) Cxxxxxx and Cxxxxx LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) [reserved]; (j) evidence satisfactory to it that the Borrower shall have paid all Lender Group Expenses incurred in connection with (i) the transactions evidenced fees to be received by this Agreement and all fees due Natixis on or prior to the Restatement Effective Date pursuant to any Fee Letter; this Agreement and each other Facility Document; (iii) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, accrued fees and other authorizations and has made all filings and other notifications (governmental or otherwise) required expenses in connection with the Loan Documentstransactions contemplated hereby of (A) Ashurst LLP, other than orderscounsel to the Facility Agent and Lenders, consents(B) Dechert LLP, approvalscounsel to the Borrower and the Transferor and (C) Cxxxxxx and Cxxxxx LLP, authorizations, or filings counsel to the failure Collateral Agent; and (iii) the fees to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect received by DBRS on the Loan Parties, taken as a whole; (j) Agent shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent;Restatement Effective Date. (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, a Retention of Net Economic Interest Letter substantially in the reasonable opinion form of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a wholeExhibit G; (l) Delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if anyCollateral Obligation) in order to enable Agent and the Lenders to comply accordance with any of the requirements under Regulations T, U or X of the Federal Reserve BoardSection 12.20 shall have been effected; (m) [Reserved]; (n) an IPO Event (including a certificate of a Responsible Officer of the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (o) the conditions in Sections 3.2(a) and (b) shall be satisfied on and Borrower, dated as of the Restatement Effective Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, as of the Restatement Effective Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Restatement Effective Date, (B) those granted pursuant to this Agreement and the Account Control Agreement and (C) Permitted Liens; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement and the Account Control Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the Collateral; (n) the Facility Agent has received a rating letter satisfactory to the Facility Agent, delivered and signed by DBRS and confirming that the rating of the Revolving Notes is not lower than the Initial Rating, and assigning a rating that is not lower than the Initial Rating to the Term Notes; (o) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; and (p) all legal and due diligence matters incident to this Agreement and the other Facility Documents shall be satisfactory to the Borrower, the Facility Agent, the Lenders and their respective counsel; (q) a certificate of a Responsible Officer of the Borrower, dated as of the Restatement Effective Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Restatement Effective Date: (i) each Collateral Quality Test is satisfied; (ii) each Coverage Test is satisfied; (iii) the Advance Rate Test is satisfied; (iv) no Commitment Shortfall exists; and (v) with respect to any Collateral Obligation with a Credit Estimate, such Credit Estimate has been assigned by DBRS within one year prior to the Restatement Effective Date. (r) evidence that the Borrower has directed the Collateral Agent to deposit the Restatement Effective Date Expense Account Amount into the Closing Expense Account for use pursuant to Section 8.12; (s) [reserved]; and (t) a certificate of a Responsible Officer of the Collateral Manager, dated as of the Restatement Effective Date, certifying that each Collateral Obligation owned by the Borrower as of the Restatement Effective Date satisfies the requirements of the definition of "Collateral Obligation".

Conditions Precedent to the Restatement Effective Date. The obligation of each Lender to make its initial extension of credit hereunder and the occurrence of the Restatement Effective Date is subject to the fulfillmentfulfillment (or waiver), to the reasonable satisfaction of the Agent and each Lender and its counselLender, of each of the following conditions on or before November 30, 2014conditions: (a) Borrower shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party hereto or thereto; (cb) The Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form Agreement and substance as set forth in Exhibit 3.1(c)the other Loan Documents; (dc) The Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State of Delawareapplicable Governmental Authority, and which certificates shall indicate that the applicable Loan Party is in good standing in such Statejurisdiction; (ed) The Agent shall have received a copy 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(f); (fe) The Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Restatement Effective 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (gf) 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(f); (hg) The Borrower shall have paid all Lender Group Expenses incurred expenses required to be reimbursed to the Agent pursuant to the terms of this Agreement in connection with the transactions evidenced by this Agreement (to 76 the extent invoiced at least three Business Days prior to the Restatement Effective Date) and all fees due on the Restatement Effective Date pursuant to any the Engagement Letter and Fee Letter; (i) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole; (j) Agent shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a whole; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; (mh) [Reserved]; (ni) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 The Arrangers shall have been consummated; and received an officer’s certificate (oas to the satisfaction of the closing conditions set forth in clause (j) the conditions in Sections 3.2(a) of this Section 3.1 and (bB) shall be satisfied on and as a solvency certificate in the form of Exhibit F from the Restatement Effective Date.Borrower executed by its chief financial officer (or person with equivalent responsibilities);

Conditions Precedent to the Restatement Effective Date. The obligation obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit shall not become effective until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 11.5): (a) On the Restatement Effective Date, (i) Platinum Holdings, each Subsidiary Credit Party, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and shall have delivered (or transmitted by facsimile or other electronic transmission) the same to the Administrative Agent at its Payment Office; and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or Notes, executed by each Borrower, in each case, in the amount, maturity and as otherwise provided herein; (b) On the Restatement Effective Date, the Administrative Agent shall have received (i) an opinion from Sidley Austin LLP, special New York counsel to make its initial extension the Credit Parties, which opinion shall cover the matters contained in Exhibit G-1, (ii) an opinion from Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to Platinum Holdings and Platinum Bermuda, which opinion shall cover the matters contained in Exhibit G-2, and (iii) an opinion from Funk & Xxxxxx, P.A., special Maryland counsel to Platinum US, which opinion shall cover the matters contained in Exhibit G-3; in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of credit hereunder the Lenders and dated the Restatement Effective Date; (c) On the Restatement Effective Date, the Administrative Agent shall have received a certificate, signed by an Authorized Officer of each Credit Party, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Credit Party contained in this Agreement and the occurrence other Credit Documents are true and correct in all material respects as of the Restatement Effective Date is subject (except to the fulfillmentextent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects as of such date), (ii) there are no material insurance regulatory proceedings pending or threatened in writing against Platinum Holdings or any Insurance Subsidiary in any jurisdiction, (iii) with respect to the reasonable satisfaction Platinum Holdings only, no Default or Event of Agent and each Lender and its counsel, Default exists as of each of the following conditions on or before November 30, 2014: (a) Borrower shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel both immediately before and after giving effect to the Loan Parties, consummation of the transactions contemplated by the Credit Documents and the initial Credit Extensions and the application of the proceeds thereof and (iv) with respect to this AgreementPlatinum Holdings only, which written opinions shall except for occurrences and their related losses as disclosed in filings with the Securities and Exchange Commission prior to the date hereof, there has not occurred since December 31, 2013, any event or circumstance that has resulted or in the judgment of such officer would reasonably be expected to result in form and substance as set forth in Exhibit 3.1(c)a Material Adverse Effect; (d) On the Restatement Effective Date, the Administrative Agent shall have received a certificate of status with respect the secretary or an assistant secretary of each Credit Party, dated the Restatement Effective Date and in form and substance reasonably satisfactory to each Loan Party dated within 30 days the Administrative Agent, certifying that (i) attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State (or comparable Governmental Authority) of Delawareits jurisdiction of organization, and which certificates shall indicate that the applicable Loan Party same has not been amended since the date of such certification, (ii) attached thereto is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form true and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a complete copy of the resolutions bylaws or the unanimous written consents with respect to each Loan similar governing document of such Credit Party, certified as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of the Restatement Effective Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a partycertificate, and (Biii) attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Credit Documents not previously delivered to Agent to which it is a party, certified by a Responsible Officerand as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other Credit Documents, which certificate shall be in form and substance as set forth in Exhibit 3.1(f)attaching all such copies of the documents described above; (he) Borrower On or prior to the Restatement Effective Date, the Administrative Agent shall have paid received counterparts of a Security Agreement executed by each Credit Party, together with: (i) all Lender Group Expenses incurred documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in connection each jurisdiction reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under each such Security Agreement; (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Credit Party in the transactions evidenced by this Agreement jurisdictions contemplated in clause (i) above (including Washington D.C. and all fees due Bermuda) and in such other jurisdictions in which Collateral is located on the Restatement Effective Date pursuant that may be reasonably requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to any Fee Letterthe Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Credit Documents or have been released; and (iii) for each Custodial Account, an Account Control Agreement with the applicable Custodian in the form specified in the applicable Security Agreement (appropriately completed), with such changes thereto as may be reasonably acceptable to the Administrative Agent, and each such Account Control Agreement shall be in full force and effect; (if) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, All approvals, permits and consents of any Governmental Authorities (including all relevant Insurance Regulatory Authorities) or other authorizations and has made all filings and other notifications (governmental or otherwise) Persons required in connection with the Loan Documentsexecution and delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby or thereby in each case by the Credit Parties shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), other than ordersand all related filings, consentsif any, shall have been made, and all such approvals, authorizationspermits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken or threatened in writing by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened in writing or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, to impose materially adverse conditions upon, or filings that otherwise relates to or arises out of this Agreement, any of the failure to obtain other Credit Documents or filethe consummation of the transactions contemplated hereby or thereby, as applicable, which could not or that would reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a wholeEffect; (jg) Agent shall have received Except for occurrences and their related losses as disclosed in filings with the audited financial reports prepared by Ares Holdings Inc. Securities and Ares Investments LLC containing a statement of financial conditionExchange Commission prior to the date hereof, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending since December 31, 2013, certified by a Responsible Officer with respect both immediately before and after giving effect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent; the making of the initial Credit Extensions (k) no litigation, inquiry, other action or proceeding (governmental or otherwiseif any), there shall not have occurred any event having a Material Adverse Effect, or injunction any event, condition or other restraining order shall be pending or overtly threatened state of facts that could would reasonably be expected to havehave a Material Adverse Effect; (h) On the Restatement Effective Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in the reasonable opinion any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of Agent: a specified date shall be required to be true and correct in all material respects only as of such specified date); (i) a Material Adverse Effect Platinum Holdings shall have paid (i) to Xxxxx Fargo Securities, LLC and Xxxxx Fargo, the fees required under the Fee Letter to be paid to them on the ability of the Loan PartiesRestatement Effective Date, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on to the Loan PartiesAdministrative Agent, taken as a whole; the initial payment of the annual administrative fee described in the Fee Letter, (liii) Borrower shall execute all other fees and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably requestreasonable expenses of the Arrangers, if any) in order to enable the Administrative Agent and the Lenders required hereunder or under any other Credit Document to comply with any of be paid on or prior to the requirements under Regulations T, U or X of the Federal Reserve Board; (m) [Reserved]; (n) an IPO Event Restatement Effective Date (including legal fees and expenses) in connection with this Agreement, the primary other Credit Documents and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (o) the conditions in Sections 3.2(a) transactions contemplated hereby and (biv) shall be satisfied on to the Administrative Agent and Existing Lenders, all accrued and unpaid principal, interest and fees due under the Existing Credit Agreement as of the Restatement Effective Date; (j) Platinum Holdings shall have delivered a Compliance Certificate calculated on a pro forma basis as of December 31, 2013, after giving effect to the making of the initial Credit Extensions (if any); (k) Each Credit Party that requests a Credit Extension as of the Restatement Effective Date shall have delivered a Borrowing Base Report calculated as of March 31, 2014; (l) The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current Financial Strength Rating of each Insurance Subsidiary that has such a rating is “A-” or better; (m) The Administrative Agent shall have received an Account Designation Letter from an Authorized Officer of each Borrower; (n) Xxxxx Fargo shall have received all amounts owing to Xxxxx Fargo from the Credit Parties in respect of the Existing Letters of Credit as of the Restatement Effective Date; (o) Each Existing Lender that will not be a Lender under this Agreement shall have executed and delivered to the Administrative Agent an Existing Lender Agreement; and (p) Each of the Administrative Agent and the Lenders shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions Precedent to the Restatement Effective Date. The obligation obligations of each Lender the Tranche 1 Lenders to make its initial extension of credit hereunder Loans and the occurrence of the Issuing Banks to issue Letters of Credit shall not become effective until the date (the “Restatement Effective Date is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of Date”) on which each of the following conditions on is satisfied (or before November 30, 2014:waived in accordance with Section 11.5): (a) Borrower On the Restatement Effective Date, (i) Platinum Holdings, each Subsidiary Credit Party, the Administrative Agent and each Lender shall have executed signed a counterpart of this Agreement and shall have delivered (or transmitted by telecopy) the same to the Administrative Agent at its Payment Office; and (ii) there shall have been delivered to the Administrative Agent for the Disclosure Statement required under this Agreement. The form account of each Lender that has requested the same the appropriate Note or Notes, executed by each Borrower, in each case, in the amount, maturity and content of the Disclosure Statement shall be reasonably satisfactory to the Lendersas otherwise provided herein; (b) On the Restatement Effective Date, the Administrative Agent shall have received this Agreement(i) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed of the Lenders and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective Date, of from Dxxxx Xxxxxxxxxx LLP, special New York counsel to the Loan Credit Parties, with respect to this Agreementwhich opinion shall cover the matters contained in Exhibit G-1, which written opinions shall be (ii) an opinion, in form and substance as set forth reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, from Cxxxxxx Dxxx & Pxxxxxx, special Bermuda counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit 3.1(cG-2 and (iii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, from Sxxxxxxxx and May, special England and Wales counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit G-3 and (iv) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, from Funk & Bxxxxx, special Maryland counsel to Platinum US, which opinion shall cover the matters contained in Exhibit G-4; (c) On the Restatement Effective Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of each Credit Party, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Credit Party contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Restatement Effective Date (except representations and warranties which relate solely to a specific earlier date, which shall have been true and correct in all material respects as of such earlier date), (ii) there are no material insurance regulatory proceedings pending or threatened in writing against Platinum Holdings or any Insurance Subsidiary in any jurisdiction; (iii) with respect to Platinum Holdings only, no Default or Event of Default exists as of the Restatement Effective Date; and (iv) with respect to Platinum Holdings only, there has not occurred since December 31, 2005 any event or circumstance that has resulted or in the judgment of such officer would reasonably be expected to result in a Material Adverse Effect; (d) On the Restatement Effective Date, the Administrative Agent shall have received a certificate of status with respect the secretary or an assistant secretary of each Credit Party, in form and substance reasonably satisfactory to each Loan Party dated within 30 days the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State (or comparable Governmental Authority) of Delawareits jurisdiction of organization, and which certificates shall indicate that the applicable Loan Party same has not been amended since the date of such certification, (ii) that attached thereto is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form true and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a complete copy of the resolutions bylaws or the unanimous written consents with respect to each Loan similar governing document of such Credit Party, certified as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of the Restatement Effective Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a partycertificate, and (Biii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Credit Documents not previously delivered to Agent to which it is a party, certified by a Responsible Officerand as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents, which certificate shall be in form and substance as set forth in Exhibit 3.1(f)attaching all such copies of the documents described above; (he) Borrower On or prior to the Restatement Effective Date, the Administrative Agent shall have paid received counterparts of the Security Agreement executed by each Account Party, together with: (i) all Lender Group Expenses incurred documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in connection each jurisdiction reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Account Party in the transactions evidenced by this Agreement jurisdictions contemplated in clause (i) above (including, without limitation, Washington D.C. and all fees due Bermuda) and in such other jurisdictions in which Collateral is located on the Restatement Effective Date pursuant which may be reasonably requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to any Fee Letterthe Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Credit Documents or have been released; and (iii) for each Custodial Account, an Account Control Agreement with the applicable Custodian in the form specified in the Security Agreement (appropriately completed), with such changes thereto as may be reasonably acceptable to the Administrative Agent and each such Account Control Agreement shall be in full force and effect; (if) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other authorizations and has made all filings and other notifications (governmental or otherwise) Persons required in connection with the Loan Documentsexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), other than ordersand all related filings, consentsif any, shall have been made, and all such approvals, authorizationspermits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or filings that is otherwise related to or arises out of, this Agreement, any of the failure to obtain other Credit Documents or filethe consummation of the transactions contemplated hereby or thereby, as applicable, which could not or that would reasonably be expected to have a Material Adverse Effect Effect; (g) Since December 31, 2005, both immediately before and after giving effect to the making of the initial Credit Extensions (if any), there shall not have occurred any event having a Material Adverse Effect, or any event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect; (h) On the Restatement Effective Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (i) Platinum Holdings shall have paid (i) to the Arranger and Wachovia, the fees specified in the Fee Letter to be paid to them on the Loan PartiesRestatement Effective Date, taken as a whole(ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and (iii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Restatement Effective Date (including, without limitation, legal fees and expenses) in connection with this Agreement and the transactions contemplated hereby; (j) Agent Platinum Holdings shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing delivered a statement of financial condition, and statements of operations, Compliance Certificate calculated for each such Person and its respective Subsidiaries on a Stand Alone pro forma basis which deconsolidates funds required as of June 30, 2006 after giving effect to be consolidated under GAAP, including a market value report regarding each the making of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agentinitial Credit Extensions (if any); (k) no litigation, inquiry, other action The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current Financial Strength Rating of each Insurance Subsidiary that has such a rating is “A-” or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a wholebetter; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as The Administrative Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any have received an Account Designation Letter from an Authorized Officer of the requirements under Regulations T, U or X of the Federal Reserve Boardeach Borrower; (m) [Reserved]; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 Wachovia shall have been consummated; and (o) received all amounts owing to Wachovia from the conditions Credit Parties in Sections 3.2(a) and (b) shall be satisfied on and respect of the Existing Letters of Credit as of the Restatement Effective Date; and (n) The Administrative Agent shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions Precedent to the Restatement Effective Date. The obligation effectiveness of each Lender to make its initial extension of credit hereunder and the occurrence of the Restatement Effective Date this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel(or waiver in accordance with Section 11.2), of each of the following conditions on or before November 30, 2014conditions: (a) Borrower shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent Agents shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to itthe Security Agreement, each duly executed and delivered by each party theretoAgent, each Loan Party and the Lenders (as defined in the Existing Credit Agreement) representing the Required Lenders (as defined in the Existing Credit Agreement); (cb) Agent the Agents shall have received the written opinions, dated the Restatement Effective Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c)reasonably satisfactory to the Agents; (dc) Agent the Agents shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this AgreementRestatement Effective Date, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary secretary of State state of Delawarethe jurisdiction of incorporation or formation of such Loan Party, and and, to the extent available in such jurisdiction, which certificates shall indicate that the applicable Loan Party is in good standing in such Statestate; (ed) Agent the Agents shall have received a copy 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(f3.1(d); (fe) Agent the Agents shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Restatement Effective 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 this Agreement and the Security Agreement and the execution and delivery of the other documents to be delivered by it in connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f3.1(d); (gf) Agent the Agents 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 Agent the Agents 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(f3.1(d); (g) the Collateral Agent (or its counsel) shall have received (i) the certificates, if any, representing the equity interests required to be pledged pursuant to the Security Agreement, together with an undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, and (ii) each Pledged Debt Instrument (as defined in the Security Agreement) (if any) endorsed (without recourse) in blank (or accompanied by a transfer form endorsed in blank) by the pledgor thereof; (h) Borrower shall have paid all Lender Group Expenses incurred each document (including any UCC (or similar) financing statement) required by any Collateral Document or under applicable law to be filed, registered or recorded in connection with order to create in favor of the transactions evidenced by this Agreement and all fees due Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered on the Restatement Effective Date pursuant to any such Collateral Document, shall be in proper form for filing, registration or recordation; (i) the Borrower shall have paid on the Restatement Effective Date all fees and Lender Group Expenses due to be paid or reimbursed, as applicable, on the Restatement Effective Date pursuant to the Collateral Agent Fee Letter; (ij) Agent the Agents shall have received a customary officer certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole; (j) Agent shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened the Agents signed by a Financial Officer of the Borrower certifying that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability representations and warranties of the Loan Parties, taken as a whole, to repay the Loans Parties contained in this Agreement and the Letters of Credit, or (ii) a other Loan Documents are true and correct in all material adverse effect on the Loan Parties, taken as a whole; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; (m) [Reserved]; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (o) the conditions in Sections 3.2(a) and (b) shall be satisfied respects on and as of the Restatement Effective Date (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects on such respective dates) and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing on the Restatement Effective Date; (k) the Agents shall have received, at least 5 Business Days prior to the Restatement Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as reasonably requested by any of the Agents and/or the Lenders in writing at least 10 Business Days in advance of the Restatement Effective Date; (l) the Administrative Agent shall have received (i) for the account of each Lender who has executed this Agreement, an amendment fee equal to 0.10% of the aggregate principal amount of the Loans of such Lender’s outstanding as of the Restatement Effective Date and (ii) for the account of each Lender, any accrued and unpaid “Commitment Fees” under the Existing Credit Agreement; (m) the Agents shall have received customary officer certificates in form and substance reasonably satisfactory to the Agent signed by a Financial Officer of the Borrower (i) certifying that the Borrower and its Subsidiaries, on a Stand Alone Basis, are Solvent on the Restatement Effective Date, (ii) demonstrating compliance on the Restatement Effective Date with the financial covenants in Sections 6.12(b), (c) and (d), as of Mxxxx 00, 0000, (xxx) certifying that no equity interests of any Fifth Street BDC has been sold or otherwise transferred by any Loan Party since March 31, 2017 and (iv) certifying there is no condition or event which has resulted or could reasonably be expected to result in a Material Adverse Effect.

Conditions Precedent to the Restatement Effective Date. The obligation effectiveness of each Lender to make its initial extension of credit hereunder and the occurrence of the Restatement Effective Date this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014precedent: (a) Borrower Lender shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreementreceived, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c)satisfactory to Lender: i. Borrower’s duly executed signatures to the Loan Documents; (d) Agent shall have received ii. a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary or Assistant Secretary (or other equivalent officer or manager) of State of Delaware, and which certificates shall indicate that the applicable Loan Party is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified Borrower dated as of the Restatement Effective Date by a Responsible Officer, which shall certify (i) copies of resolutions of the board of directors of Borrower authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (Bx) 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Agent to which it Borrower is a party, certified and (y) the granting by a Responsible OfficerBorrower of the Liens upon the Collateral to secure the Obligations, which certificate shall be in form (ii) the incumbency and substance as set forth in Exhibit 3.1(f); (h) signature of the officers of Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by authorized to execute this Agreement and all fees due on the Restatement Effective Date pursuant to any Fee Letter; (i) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other and (iii) copies of the Organizational Documents of Borrower as in effect on such date, complete with all amendments thereto; iii. good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than ordersthirty (30) days prior to the Effective Date; iv. a certificate of the appropriate official(s) of each jurisdiction of foreign qualification of Borrower, consentscertifying as of a recent date not more than thirty (30) days prior to the Effective Date, approvalsas to the subsistence in good standing of Borrower in such jurisdictions, authorizations, or filings except to the extent such failure to obtain or file, as applicable, which could be so qualified would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Loan Parties, Borrower’s and its Subsidiaries’ businesses taken as a whole; v. copies, dated as of a recent date, of financing statement searches, as Lender shall reasonably request, accompanied by written evidence (jincluding any UCC termination statements) Agent that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or will be terminated or released; vi. the Perfection Certificate of Borrower; and vii. a legal opinion of Borrower’s counsel dated as of the Restatement Effective Date substantially in the form of Exhibit C attached hereto; (b) Borrower and Lenders under the Subordinated Loan Agreement (the “Subordinated Lenders”) shall have received entered into the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial conditionSubordinated Loan Agreement, and statements of operationswhich, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAPtogether with the warrants issues in connection therewith, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory acceptable to Agent; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a whole; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; (m) [Reserved]; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (oc) all of the conditions in Sections 3.2(a) and to funding the loans under the Subordinated Loan Agreement shall have been satisfied or waived (b) shall be satisfied on and as other than the effectiveness of the Restatement Effective Datethis Agreement). .

Conditions Precedent to the Restatement Effective Date. The obligation obligations of the Tranche 1 Lenders to make Loans and of the Issuing Banks to issue Letters of Credit shall not become effective until the date (the “Restatement Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 11.5): (a) On the Restatement Effective Date, (i) Platinum Holdings, each Subsidiary Credit Party, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and shall have delivered (or transmitted by facsimile) the same to the Administrative Agent at its Payment Office; and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or Notes, executed by each Borrower, in each case, in the amount, maturity and as otherwise provided herein; (b) On the Restatement Effective Date, the Administrative Agent shall have received (i) an opinion from Xxxxx & XxXxxxx LLP, special New York counsel to make its initial extension the Credit Parties, which opinion shall cover the matters contained in Exhibit G-1, (ii) an opinion from Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to Platinum Holdings and Platinum Bermuda, which opinion shall cover the matters contained in Exhibit G-2, and (iii) an opinion from Funk & Xxxxxx, P.A., special Maryland counsel to Platinum US, which opinion shall cover the matters contained in Exhibit G-3; in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of credit hereunder the Lenders and dated the Restatement Effective Date; (c) On the Restatement Effective Date, the Administrative Agent shall have received a certificate, signed by an Authorized Officer of each Credit Party, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Credit Party contained in this Agreement and the occurrence other Credit Documents are true and correct in all material respects as of the Restatement Effective Date is subject (except to the fulfillmentextent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects as of such date), (ii) there are no material insurance regulatory proceedings pending or threatened in writing against Platinum Holdings or any Insurance Subsidiary in any jurisdiction, (iii) with respect to the reasonable satisfaction Platinum Holdings only, no Default or Event of Agent and each Lender and its counsel, Default exists as of each of the following conditions on or before November 30, 2014: (a) Borrower shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel both immediately before and after giving effect to the Loan Parties, consummation of the transactions contemplated by the Credit Documents and the initial Credit Extensions and the application of the proceeds thereof and (iv) with respect to this AgreementPlatinum Holdings only, which written opinions shall except for occurrences and their related losses as disclosed in filings with the Securities and Exchange Commission prior to the date hereof, there has not occurred since December 31, 2010, any event or circumstance that has resulted or in the judgment of such officer would reasonably be expected to result in form and substance as set forth in Exhibit 3.1(c)a Material Adverse Effect; (d) On the Restatement Effective Date, the Administrative Agent shall have received a certificate of status with respect the secretary or an assistant secretary of each Credit Party, dated the Restatement Effective Date and in form and substance reasonably satisfactory to each Loan Party dated within 30 days the Administrative Agent, certifying that (i) attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State (or comparable Governmental Authority) of Delawareits jurisdiction of organization, and which certificates shall indicate that the applicable Loan Party same has not been amended since the date of such certification, (ii) attached thereto is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form true and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a complete copy of the resolutions bylaws or the unanimous written consents with respect to each Loan similar governing document of such Credit Party, certified as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of the Restatement Effective Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a partycertificate, and (Biii) attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Credit Documents not previously delivered to Agent to which it is a party, certified by a Responsible Officerand as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other Credit Documents, which certificate shall be in form and substance as set forth in Exhibit 3.1(f)attaching all such copies of the documents described above; (he) Borrower On or prior to the Restatement Effective Date, the Administrative Agent shall have paid received counterparts of the Security Agreement executed by each Account Party, together with: (i) all Lender Group Expenses incurred documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in connection each jurisdiction reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Account Party in the transactions evidenced by this Agreement jurisdictions contemplated in clause (i) above (including Washington D.C. and all fees due Bermuda) and in such other jurisdictions in which Collateral is located on the Restatement Effective Date pursuant that may be reasonably requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to any Fee Letterthe Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Credit Documents or have been released; and (iii) for each Custodial Account, an Account Control Agreement with the applicable Custodian in the form specified in the Security Agreement (appropriately completed), with such changes thereto as may be reasonably acceptable to the Administrative Agent, and each such Account Control Agreement shall be in full force and effect; (if) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, All approvals, permits and consents of any Governmental Authorities (including all relevant Insurance Regulatory Authorities) or other authorizations and has made all filings and other notifications (governmental or otherwise) Persons required in connection with the Loan Documentsexecution and delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby or thereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), other than ordersand all related filings, consentsif any, shall have been made, and all such approvals, authorizationspermits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken or threatened in writing by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened in writing or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, to impose materially adverse conditions upon, or filings that otherwise relates to or arises out of this Agreement, any of the failure to obtain other Credit Documents or filethe consummation of the transactions contemplated hereby or thereby, as applicable, which could not or that would reasonably be expected to have a Material Adverse Effect Effect; (g) Except for occurrences and their related losses as disclosed in filings with the Securities and Exchange Commission prior to the date hereof, since December 31, 2010, both immediately before and after giving effect to the making of the initial Credit Extensions (if any), there shall not have occurred any event having a Material Adverse Effect, or any event, condition or state of facts that would reasonably be expected to have a Material Adverse Effect; (h) On the Restatement Effective Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (i) Platinum Holdings shall have paid (i) to the Arrangers and Xxxxx Fargo, the fees required under the Fee Letters to be paid to them on the Loan PartiesRestatement Effective Date, taken (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Restatement Effective Date (including legal fees and expenses) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby and (iv) to the Administrative Agent and Existing Lenders, all accrued and unpaid principal, interest and fees due under the Existing Credit Agreement as a wholeof the Restatement Effective Date; (j) Agent Platinum Holdings shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing delivered a statement of financial condition, and statements of operations, Compliance Certificate calculated for each such Person and its respective Subsidiaries on a Stand Alone pro forma basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each as of its respective Investments, for the fiscal year ending December March 31, 20132011, certified by a Responsible Officer with respect after giving effect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agentthe making of the initial Credit Extensions (if any); (k) no litigation, inquiry, other action The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current Financial Strength Rating of each Insurance Subsidiary that has such a rating is “A-” or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a wholebetter; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as The Administrative Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any have received an Account Designation Letter from an Authorized Officer of the requirements under Regulations T, U or X of the Federal Reserve Boardeach Borrower; (m) [Reserved]Xxxxx Fargo shall have received all amounts owing to Xxxxx Fargo from the Credit Parties in respect of the Existing Letters of Credit as of the Restatement Effective Date; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of Each Existing Lender that will not less than $250,000,000.00 be a Lender under this Agreement shall have been consummatedexecuted and delivered to the Administrative Agent an Existing Lender Agreement; and (o) Each of the Administrative Agent and the Lenders shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in Sections 3.2(a) and (b) this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied on and as of with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective DateDate specifying its objection thereto.

Conditions Precedent to the Restatement Effective Date. The obligation effectiveness of each Lender to make its initial extension of credit hereunder and the occurrence of the Restatement Effective Date this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014precedent: (a) Borrower Lender shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) Agent shall have received this Agreementreceived, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c)satisfactory to Lender: i. Borrower’s duly executed signatures to the Loan Documents; (d) Agent shall have received ii. a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary or Assistant Secretary (or other equivalent officer or manager) of State of Delaware, and which certificates shall indicate that the applicable Loan Party is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (f) Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified Borrower dated as of the Restatement Effective Date by a Responsible Officer, which shall certify (i) copies of resolutions of the board of directors of Borrower authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (Bx) 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Agent to which it Borrower is a party, certified and (y) the granting by a Responsible OfficerBorrower of the Liens upon the Collateral to secure the Obligations, which certificate shall be in form (ii) the incumbency and substance as set forth in Exhibit 3.1(f); (h) signature of the officers of Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by authorized to execute this Agreement and all fees due on the Restatement Effective Date pursuant to any Fee Letter; (i) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other and (iii) copies of the Organizational Documents of Borrower as in effect on such date, complete with all amendments thereto; iii. good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than ordersthirty (30) days prior to the Effective Date; iv. a certificate of the appropriate official(s) of each jurisdiction of foreign qualification of Borrower, consentscertifying as of a recent date not more than thirty (30) days prior to the Effective Date, approvalsas to the subsistence in good standing of Borrower in such jurisdictions, authorizations, or filings except to the extent such failure to obtain or file, as applicable, which could be so qualified would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Loan Parties, Borrower’s and its Subsidiaries’ businesses taken as a whole; v. copies, dated as of a recent date, of financing statement searches, as Lender shall reasonably request, accompanied by written evidence (jincluding any UCC termination statements) Agent that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or will be terminated or released; vi. the Perfection Certificate of Borrower; and vii. a legal opinion of Borrower’s counsel dated as of the Restatement Effective Date substantially in the form of Exhibit C attached hereto;. (b) Borrower and Lenders under the Subordinated Loan Agreement (the “Subordinated Lenders”) shall have received entered into the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial conditionSubordinated Loan Agreement, and statements of operationswhich, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAPtogether with the warrants issues in connection therewith, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory acceptable to Agent; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a whole; (l) Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; (m) [Reserved]; (n) an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (oc) all of the conditions in Sections 3.2(a) and to funding the loans under the Subordinated Loan Agreement shall have been satisfied or waived (b) shall be satisfied on and as other than the effectiveness of the Restatement Effective Datethis Agreement). .

Conditions Precedent to the Restatement Effective Date. The obligation of each Lender the Lenders to make its initial extension of credit Advances hereunder and comprising the occurrence of Borrowing shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Restatement Effective Date is subject the following, each in form and substance satisfactory to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014Facility Agent: (a) Borrower shall have each of the amended and restated Facility Documents duly executed and delivered to Agent by the Disclosure Statement required under this Agreement. The form parties thereto, which shall each be in full force and content of the Disclosure Statement shall be reasonably satisfactory to the Lenderseffect; (b) Agent shall have received this Agreement, true and complete copies of the Agent Fee Letter, Constituent Documents of the Confirmation Agreement Borrower and each other Loan Document not previously delivered to it, each duly executed and delivered by each party theretothe Collateral Manager as in effect on the Restatement Effective Date; (c) Agent shall have received true and complete copies certified by a Responsible Officer of the written opinionsBorrower of all Governmental Authorizations, dated Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below and any filings required to be made by WhiteHorse Finance, Inc. after the Restatement Effective DateDate under the Investment Company Act, the Investment Advisers Act of counsel to 1940, as amended, the Loan PartiesSecurities Act or the Exchange Act, which shall be made in accordance with respect to Applicable Law), if any, required in connection with the transactions contemplated by this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c); (d) Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State of Delaware, and which certificates shall indicate that the applicable Loan Party is in good standing in such State; (e) Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect of the Borrower certifying (i) as to Borrowerits Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members or manager approving this Agreement and the other Facility Documents to which certificate shall be in form it is a party and substance as the transactions contemplated thereby, (iii) that its representations and warranties set forth in Exhibit 3.1(f); (f) Agent shall have received the Facility Documents to which it is a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified party are true and correct in all material respects as of the Restatement Effective Date by a Responsible Officer(except to the extent such representations and warranties expressly relate to any earlier date, authorizing in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (Aiv) the transactions contemplated by the Loan Documents to which such Loan Party no Default or Event of Default has occurred and is or will be a partycontinuing, and (Bv) as to the execution, delivery incumbency and performance by such Loan Party specimen signature of each Loan Document of its Responsible Officers authorized to which it is or will be a party and execute the execution and delivery of the other documents to be delivered by it in connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) 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 Facility Documents not previously delivered to Agent to which it is a party, certified by ; (e) a certificate of a Responsible OfficerOfficer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or manager approving this Agreement and the other Facility Documents to which certificate shall be in form it is a party and substance as the transactions contemplated thereby, (iii) that its representations and warranties set forth in Exhibit 3.1(fthe Facility Documents to which it is a party are true and correct in all material respects as of the Restatement Effective Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the best of its knowledge, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements (including amendments to existing financing statements), under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, amendments, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the Secured Parties and DBRS) of (i) Dechert LLP, counsel to the Borrower and the Collateral Manager and (ii) Cxxxxxx and Cxxxxx LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) [reserved]; (j) evidence satisfactory to it that the Borrower shall have paid all Lender Group Expenses incurred in connection with (i) the transactions evidenced fees to be received by this Agreement and all fees due Natixis on or prior to the Restatement Effective Date pursuant to any Fee Letter; this Agreement and each other Facility Document; (iii) Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, accrued fees and other authorizations and has made all filings and other notifications (governmental or otherwise) required expenses in connection with the Loan Documentstransactions contemplated hereby of (A) Ashurst LLP, other than orderscounsel to the Facility Agent and Lenders, consents(B) Dechert LLP, approvalscounsel to the Borrower and the Transferor and (C) Cxxxxxx and Cxxxxx LLP, authorizations, or filings counsel to the failure Collateral Agent; and (iii) the fees to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect received by DBRS on the Loan Parties, taken as a whole; (j) Agent shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to AgentRestatement Effective Date; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, a Retention of Net Economic Interest Letter substantially in the reasonable opinion form of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a wholeExhibit G; (l) Delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if anyCollateral Obligation) in order to enable Agent and the Lenders to comply accordance with any of the requirements under Regulations T, U or X of the Federal Reserve BoardSection 12.20 shall have been effected; (m) [Reserved]; (n) an IPO Event (including a certificate of a Responsible Officer of the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (o) the conditions in Sections 3.2(a) and (b) shall be satisfied on and Borrower, dated as of the Restatement Effective Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, as of the Restatement Effective Date: (i) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Restatement Effective Date, (B) those granted pursuant to this Agreement and the Account Control Agreement and (C) Permitted Liens; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement and the Account Control Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the Collateral; (n) the Facility Agent has received a rating letter satisfactory to the Facility Agent, delivered and signed by DBRS and confirming that the rating of the Revolving Notes is not lower than the Initial Rating, and assigning a rating that is not lower than the Initial Rating to the Term Notes; (o) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; and (p) all legal and due diligence matters incident to this Agreement and the other Facility Documents shall be satisfactory to the Borrower, the Facility Agent, the Lenders and their respective counsel; (q) a certificate of a Responsible Officer of the Borrower, dated as of the Restatement Effective Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Restatement Effective Date: (i) each Collateral Quality Test is satisfied; (ii) each Coverage Test is satisfied; (iii) the Advance Rate Test is satisfied; (iv) no Commitment Shortfall exists; and (v) with respect to any Collateral Obligation with a Credit Estimate, such Credit Estimate has been assigned by DBRS within one year prior to the Restatement Effective Date. (r) evidence that the Borrower has directed the Collateral Agent to deposit the Restatement Effective Date Expense Account Amount into the Closing Expense Account for use pursuant to Section 8.12; (s) [reserved]; and (t) a certificate of a Responsible Officer of the Collateral Manager, dated as of the Restatement Effective Date, certifying that each Collateral Obligation owned by the Borrower as of the Restatement Effective Date satisfies the requirements of the definition of "Collateral Obligation".

Conditions Precedent to the Restatement Effective Date. The obligation of each Lender to make its initial extension of credit hereunder and the occurrence of the Restatement Effective Date is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender and its counsel, of each of the following conditions on or before November 30, 2014: (a) : Borrower shall have executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be reasonably satisfactory to the Lenders; (b) ; Agent shall have received this Agreement, the Agent Fee Letter, the Confirmation Agreement and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (c) ; Agent shall have received the written opinions, dated the Restatement Effective Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form and substance as set forth in Exhibit 3.1(c); (d) ; Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the date of effectiveness of this Agreement, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Secretary of State of Delaware, and which certificates shall indicate that the applicable Loan Party is in good standing in such State; (e) ; Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (f) ; Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Restatement Effective 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 connection herewith and therewith, which certificate shall be in form and substance as set forth in Exhibit 3.1(f); (g) ; 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 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(f); (h) ; Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and all fees due on the Restatement Effective Date pursuant to any Fee Letter; (i) ; Agent shall have received a certificate executed by a Responsible Officer with respect to Borrower to the effect that the Loan Parties have obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole; (j) ; Agent shall have received the audited financial reports prepared by Ares Holdings Inc. and Ares Investments LLC containing a statement of financial condition, and statements of operations, calculated for each such Person and its respective Subsidiaries on a Stand Alone basis which deconsolidates funds required to be consolidated under GAAP, including a market value report regarding each of its respective Investments, for the fiscal year ending December 31, 2013, certified by a Responsible Officer with respect to such Person as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Agent; (k) ; no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent: (i) a Material Adverse Effect on the ability of the Loan Parties, taken as a whole, to repay the Loans and the Letters of Credit, or (ii) a material adverse effect on the Loan Parties, taken as a whole; (l) ; Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; (m) ; [Reserved]; (n) ; an IPO Event (including the primary and secondary offerings) with net proceeds of not less than $250,000,000.00 shall have been consummated; and (o) and the conditions in Sections 3.2(a) and (b) shall be satisfied on and as of the Restatement Effective Date.