Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).

Conditions Precedent. The obligation obligations of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Initial Purchaser hereunder shall be subject to the satisfaction, or waiver in accordance with Section 10.05, accuracy of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties of each Trust Party contained herein as of the date hereof, and, as of the Closing Date (as if made on the Closing Date), to the accuracy of the statements of each Trust Party made in any certificates delivered pursuant hereto on such date, to the performance by each Trust Party of its obligations hereunder, and to the following additional conditions: (a) The Issuer shall have obtained all governmental authorizations required in connection with the issue and sale of the Securities and the performance of its obligations hereunder and under the Transaction Documents to which it is a party. (b) Each Trust Party shall have furnished to the Initial Purchaser a certificate of such Trust Party signed by, in the other Loan Documents shall be case of the Trust, an Administrator and, in the case of the Sponsor, the principal executive, financial or accounting officer, dated the Closing Date, to the effect that such signatory has examined this Agreement and that the representations and warranties of such party in this Agreement are true and correct in all material respects on and as of that Credit the Closing Date with the same effect as if made on the Closing Date, and such party has performed all its obligations and satisfied all the conditions on its part to be satisfied at or prior to the same extent as though made on and as of that date, except Closing Date. (c) The Trust Parties shall have furnished to the extent such representations and warranties specifically relate to an earlier dateInitial Purchaser the opinions of counsel for the Trust Parties, dated the Closing Date, in which case such representations substantially the form set out in Annex A and warranties Annex B hereto, in a form reasonably acceptable to the Initial Purchaser. (d) The conditions precedent to the performance by the Issuer of its obligations under the Trust Agreement shall have been true satisfied or waived. (e) Prior to the Closing Date, the Issuer shall furnish to the Initial Purchaser such further information, certificates and correct documents as the Initial Purchaser may reasonably request. If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects on when and as provided in this Agreement, or if any of the opinions and certificates referred to in or contemplated by this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, this Agreement and all obligations of the Initial Purchaser hereunder may be canceled by the Initial Purchaser at, or at any time prior to, the Closing Date. Notice of such earlier date; provided, that cancellation shall be given to the extent any such representation Issuer in writing or warranty is already qualified by materiality telephone or Material Adverse Effect, such representation or warranty shall be true and correct facsimile confirmed in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)writing.

Conditions Precedent. The obligation Prior to or at the time of each Lender any conveyance of an Engine pursuant to make any LoanSection 11.04(a) hereof, or the Issuing Bank to issue any Letter of CreditLessee, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentat its own cost and expense will: (i) furnish the Administrative Agent Lessor with an original of, and the Revolving Administrative Agent shall have received Indenture Trustee with a fully executed copy of, a full warranty xxxx of sale, in form and delivered Borrowing Notice or Issuance Noticesubstance satisfactory to the Lessor, as with respect to such Replacement Engine together with an assignment in form and substance satisfactory to the case may beLessor and the Indenture Trustee of any and all manufacturer's warranties applicable thereto and a consent reasonably satisfactory to the Lessor and the Indenture Trustee from such manufacturer to such assignment; (ii) after making cause a Lease Supplement covering such Replacement Engine to be duly executed by the Credit Extensions requested on such Credit DateLessee and filed for recordation pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Aircraft may then be registered as permitted by Section 6.03(b) of the Participation Agreement and, if the Engine being replaced was registered under the applicable laws of the jurisdiction in which the Aircraft is then registered, the Total Utilization of Canadian Revolving Commitments Replacement Engine shall not exceed be registered in the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectsame fashion; (iii) furnish the Lessor and the Indenture Trustee with a certificate of a nationally recognized aircraft appraiser reasonably satisfactory to the Lessor and the Indenture Trustee certifying that such Replacement Engine has a value and utility at least equal to, and is in as good operating condition as, the Engine replaced, assuming such Engine was in at least the condition and repair required by the terms of this Lease immediately prior to the occurrence of such Event of Loss; (iv) furnish the Lessor with such evidence of compliance with the insurance provisions of Article 13 hereof with respect to such Replacement Engine as the Lessor or the Indenture Trustee may reasonably request; (v) provide the Owner Participant and the Lessor with (A) an opinion of counsel selected by the Owner Participant and reasonably acceptable to the Lessee (which opinion shall be reasonably satisfactory in form and substance to the Owner Participant and the Lessor) that it will suffer no adverse tax consequences not otherwise indemnified for as of the effective date of this Agreement as a result of such Credit Datesubstitution or (B) an indemnity reasonably acceptable to the Lessor and the Owner Participant against such consequences, which indemnity shall be bonded or otherwise secured to the representations reasonable satisfaction of the Lessor and warranties contained herein the Owner Participant; (vi) comply with the provisions of Section 9.08 of the Indenture; (vii) cause an Indenture and Security Agreement Supplement with respect to such Replacement Engine to be duly executed by the Lessor and the Indenture Trustee and recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Aircraft may be registered as permitted by Section 6.03(b) of the Participation Agreement in order that the Indenture shall constitute a first priority duly perfected Lien and security interest on and in respect of such Replacement Engine; (viii) take such other action, including the other Loan Documents shall filing of UCC financing statements naming the Indenture Trustee as Secured Party with the Secretary of State of Connecticut and a notice filing with the Secretary of State of Tennessee, as the Lessor or the Indenture Trustee may reasonably request in order that such Replacement Engine be true duly and correct properly titled in all material respects on the Lessor, leased under this Lease and as subjected to the Lien of that Credit Date the Indenture to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datereplaced Engine; (ivix) as furnish the Lessor, the Owner Participant and the Indenture Trustee with an opinion (reasonably satisfactory in form and substance to the Lessor, the Owner Participant and the Indenture Trustee) of counsel to the Lessee (which may be the Lessee's General Counsel) addressed to the Lessor, the Indenture Trustee and the Owner Participant to the effect that (A) the Lessor has good title to such Credit DateReplacement Engine, no event shall have occurred and be continuing or would result from (B) such Replacement Engine has been validly subjected to the consummation Lien of the applicable Credit Extension Indenture (with the effect and result that would constitute the Indenture constitutes a Default or an Event of Defaultfirst priority duly perfected security interest and Lien on such Replacement Engine); and (vx) if pro forma for take such Credit Extension, other action as the Revolving Exposure (calculated as set forth Indenture Trustee may reasonably request in Section 6.07) as order that such Replacement Engine be duly and properly subjected to the Lien of the date of such Credit Extension is in excess of 25% of Indenture to the aggregate Revolving Commitments, same extent as the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)replaced Engine.

Conditions Precedent. ‌ The obligation of each Lender to make any Loan, or the Issuing Bank to issue any execute and deliver this First Amendment, to authorize the Letter of Credit, on any Credit Date, including the Restatement Date, are to remain outstanding subject to the satisfaction, or waiver in accordance with Section 10.05, terms and conditions of the following conditions precedentCredit Agreement and to extend the Expiration Date of the Letter of Credit to June 21, 2013 shall be subject to the following: (ia) the Administrative Agent and the Revolving Administrative Agent The Issuing Bank shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as counterpart hereof signed by the case may beBorrower; (iib) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties of the Borrower contained herein and in Section 2.04(c) of the other Loan Documents Letter of Credit Agreement, as amended above, shall be true and correct in all material respects on and as of that Credit the Reissuance Date to with the same extent effect as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier dateno condition, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation event or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event act shall have occurred and be continuing which constitutes a Default under the Credit Agreement or, with notice or would result from the consummation lapse of the applicable Credit Extension that time, or both, would constitute a Default or under the Credit Agreement; (c) the Issuing Bank shall have received from counsel for the Borrower an Event opinion in form and substance reasonably satisfactory to the Issuing Bank. (d) the conditions precedent to issuance of Defaultthe Letter of Credit set forth in Section 3.01 of the Letter of Credit Agreement shall have been satisfied as of the Reissuance Date, including, without limitation, that the Issuing Bank shall have been designated as an “issuing bank” by the Administrative Agent and the Borrower as provided in the Credit Agreement and Borrower shall have provided a Notice of Issuance to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and (ve) The Issuing Bank shall have received such other documents, instruments, approvals and, if pro forma for such Credit Extensionrequested by the Issuing Bank, certified duplicates of executed copies thereof, and opinions as the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Issuing Bank may reasonably request.

Conditions Precedent. (a) The obligation of each Lender Subscriber to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are perform its obligations hereunder shall be subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentwhich can be waived only by the Requisite Subscribers: (i) the Administrative Agent fees and the Revolving Administrative Agent expenses referred to in Section 3(c) hereof shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may bebeen paid in full; (ii) after making the Credit Extensions requested on such Credit Date, Company shall have entered into the Total Utilization of Canadian Revolving Commitments shall not exceed Confirmation Facility consistent in all material respects with the Canadian Revolving Commitments then in effect and terms thereof filed as an Exhibit to the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectAmended Plan; (iii) as an amended plan, containing terms and conditions consistent in all material respects with the Amended Plan, shall have been confirmed by the Bankruptcy Court pursuant to an order (the “Confirmation Order”) that (x) is consistent in all material respects with the Amended Plan, (y) contains a finding of ‘good faith’ with respect to the participation in the Amended Plan of each Noteholder and (z) does not modify in any respect the recoveries or the treatment provided by such Amended Plan for Class 7 (Old Senior Subordinated Note Claims) or establish or permit any claim or encumbrance on any part of such Credit Daterecoveries (except as contemplated in the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications)), and such Confirmation Order shall have become a final order; (iv) the Amended Plan shall be consummated on terms consistent in all material respects with the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications); (v) the representations and warranties of the Company contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the date hereof and the Effective Date, with the same extent force and effect as though made on and as of that such date, except to the extent such representations and warranties specifically relate to an earlier that any representation or warranty is made as of a specified date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct as of such specified date, and the Company shall have performed or complied with, in all respects material respects, its covenants required to be performed or complied with under this Agreement (and provided further that the failure of any representation or warranty with respect Company shall have delivered to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect Subscribers a certificate signed by an authorized executive to the Credit Date occurring on effect that each of the Restatement Dateconditions specified in this subsection (a)(v) is satisfied in all respects); (ivvi) as of such Credit Date, no event the Registration Statement relating to the Offering shall have occurred become effective and be continuing or would result from the consummation issuance of the applicable Credit Extension that would constitute Preferred Shares issuable pursuant to the Offering (including the shares of Common Stock issuable upon conversion thereof) shall have been duly registered under the Securities Act and the Offering shall have expired; (vii) the Resale Registration Statement filed by the Company pursuant hereto shall have been amended to reflect the results of the Offering and disclose the respective numbers of Preferred Shares being registered for resale on behalf of each of the Subscribers; (viii) the Company shall have executed and delivered to the Subscribers a Default or an Event of Defaultregistration rights agreement substantially in the form attached as Exhibit B to Amendment No. 2 to this Agreement; and (vix) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as issuance of the date shares of such Credit Extension is in excess of 25% Common Stock to the holders of the aggregate Revolving Commitments, Subordinated Notes in respect of the Borrower cancellation thereof in accordance with the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications) shall be in compliance with exempt from the financial covenant set forth in Section 6.07 as registration requirements of the last day Securities Act by virtue of Section 1145 of the most recent Fiscal Quarter for which financial statements are available (as if Bankruptcy Code.” 14. Section 6(b)(v) of the financial covenant is Agreement shall be deleted in effect)its entirety. 15. Section 7(a)(vi) of the Agreement shall be deleted in its entirety and replaced by the following: “

Conditions Precedent. The obligation effectiveness of this Amendment and the obligations of the Administrative Agent and each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, hereunder are subject to the satisfaction, or waiver in accordance with Section 10.05by the Administrative Agent, of the following conditions precedent: precedent on or before the date hereof (unless otherwise provided or agreed to by the Administrative Agent) in addition to the conditions precedent specified in Section 12.2 of the Credit Agreement: The Company shall have paid and/or reimbursed all reasonable fees, costs and expenses relating to this Amendment and owed to the Lender pursuant to the Credit Agreement in connection with this Amendment. The Company shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of (i) this Amendment, and (ii) such other certificates, instruments, agreements or documents as the Administrative Agent may reasonably request (each of the foregoing certificates, instruments, agreements and documents described in this Section 4(B) (other than this Amendment) which constitute Loan Documents are hereinafter referred to collectively as the “Other Documents”). The Company shall have delivered certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of this Amendment and the Revolving Loan Documents referenced herein. The following statements shall be true and correct and the Company, by executing and delivering this Amendment to the Lender and the Administrative Agent, hereby certifies that the following statements are true and correct as of the date hereof: Other than as expressly contemplated by this Amendment, since the date of the most recent financial statements furnished by the Company to the Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Credit Agreement for such financial statements), there shall have been no change which has had or will have a material adverse effect on the business, operations, properties or financial condition of the Loan Parties taken as a whole; The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents (as amended by this Amendment) are true and correct in all respects on and as of that Credit Date to the date of this Amendment with the same extent effect as though made on and as of that such date, except to the extent such representations and warranties specifically expressly relate to an earlier date, and no Unmatured Event of Default or Event of Default has occurred and is continuing; and No consents, licenses or approvals are required in connection with the execution, delivery and performance by the Company of this Amendment or the Other Documents or the validity or enforceability against the Company of this Amendment or the Other Documents which case such representations have not been obtained and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that delivered to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Lender.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i1) the Administrative Agent and the Revolving Administrative Agent Lenders shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may berelating thereto; (ii2) after making the Credit Extensions requested on principal amount of the Loans to be made in such Credit Date, the Total Utilization of Canadian Revolving Commitments Extension shall not exceed the Canadian Revolving undrawn Commitments then in as at the related Credit Date; and, after giving effect and to such Credit Extension, the Total Obligations of U.S. Revolving Commitments shall Loan Amount does not exceed the U.S. Revolving Commitments then in effectlesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (iii3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Loan Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedprovided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that to the extent any such representation already are qualified or warranty is already qualified modified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;text thereof; and (iv5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such . Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or the Requisite Lenders such request is in excess of 25% of warranted under the aggregate Revolving Commitments, circumstances and such information is requested from the Borrower shall be in compliance with writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the financial covenant set forth in Section 6.07 as of date the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant applicable Funding Notice is in effect)received.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank Issuer to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance NoticeLC Request, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments Working Capital Obligations shall not exceed the Canadian lesser of (A) the Borrowing Base or (B) the Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectCommitments; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects or, with respect to any of the representations and warranties that are subject to a Material Adverse Effect qualification, in all respects, on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if pro forma for on or before the date of issuance of any Letter of Credit, Issuer shall have received all other information required by the applicable LC Request, and such other documents or information as Issuer may reasonably require in connection with the issuance of such Letter of Credit; Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. 6.1. Conditions to the Obligation of the Purchasers to Consummate the Initial Closing. The obligation several obligations of each Lender Purchaser to make any Loanconsummate the transactions to be consummated at the Initial Closing and, or if applicable, to purchase and pay for the Issuing Bank New Notes being purchased by it at such Initial Closing pursuant to issue any Letter of Credit, on any Credit Date, including the Restatement Datethis Agreement, are subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of the following conditions precedent:precedent set forth in this Section 6.1. (ia) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein and in of the other Loan Documents Company shall be true and correct in all material respects on and as of that Credit the Initial Closing Date to with the same extent force and effect as though made on and as of the Initial Closing Date (it being understood and agreed by each Purchaser that date, except to the extent such representations and warranties specifically relate to an earlier datefor purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which case is qualified by application thereto by a Material Adverse Effect standard, such representations representation and warranties shall have been warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects on or (iii) which is made as of a specific date, such representation and warranty need be true and correct only as of such earlier specific date; provided). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the Initial Closing Date. (c) Each Purchaser shall have received a certificate, dated the Initial Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) Each Purchaser shall have received from the Company's counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, an opinion in form and substance reasonably satisfactory to the Purchasers. (e) There shall not have been any Material Adverse Change since the Announcement Date. (f) All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request. (g) The Company and the Collateral Agent, on behalf of the Purchasers, and the Purchasers with respect to Articles X and XI thereof, shall have entered into the Pledge and Security Agreement. (h) The Collateral Agent, on behalf of the Purchasers, SVB, the Company and the Guaranteeing Subsidiaries shall have entered into the Intercreditor Agreement and all consents identified on Schedule 6.1(h) of the Disclosure Schedule shall have been obtained, including all consents and waivers required from SVB in connection with the transactions contemplated in the Loan Documents. (i) All UCC filings and filings shall have been made in the United States Patent and Trademark Office in connection with the creation and perfection of the security interests in and Liens on the Collateral granted pursuant to the Loan Documents. (j) Nasdaq shall have approved of and consented to the transactions contemplated hereby. (k) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. (l) The cancellation of the July 2003 Notes and the issuance of the Amended Notes and, to the extent applicable, the purchase of and payment for the New Notes as of such Initial Closing shall not be prohibited or enjoined by any law, court order or government regulation. 6.2. Conditions to the Obligation of the Company to Consummate the Initial Closing. The obligation of the Company to consummate the transactions to be consummated at the Initial Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Initial Closing pursuant to this Agreement, is subject to the satisfaction of the conditions precedent set forth in this Section 6.2. (a) The representations and warranties contained herein of such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty Purchaser shall be true and correct on and as of the Initial Closing Date, with the same force and effect as though made on and as of Initial Closing Date (it being understood and agreed by the Company that, in all respects and provided further that the failure case of any representation and warranty of such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or warranty with respect observed by such Purchaser on or prior to the Target Initial Closing Date. (c) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other than Purchaser; and the Specified Representations failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreement. 6.3. Conditions to the Obligations of the Purchasers to Consummate each Subsequent Closing. The several obligations of each Purchaser to consummate the transactions to be consummated at each Subsequent Closing, and to purchase and pay for the New Notes being purchased by it at each such Subsequent Closing pursuant to this Agreement, are subject to the satisfaction of the conditions precedent set forth in this Section 6.3. (a) The representations and warranties contained herein of the Company Representations) to shall be true and correct on and as of each Subsequent Closing Date with the Restatement same force and effect as though made on and as of each Subsequent Closing Date will not constitute the failure (it being understood and agreed by each Purchaser that for purposes of this condition precedent with respect Section 6.3(a), in the case of any representation and warranty of the Company contained herein (i) which is qualified by application thereto by a Material Adverse Effect standard, such representation and warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects or (iii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to each Subsequent Closing Date. (c) Each Purchaser shall have received a certificate, dated the Subsequent Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.3(a) and (b) have been fulfilled. (d) To the extent required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. (e) There shall not have been any Material Adverse Change since the Initial Closing. (f) The Company shall not have (i) commenced any voluntary proceeding under any provision of Title 11 of the Bankruptcy Code, as now or hereafter amended, or any other proceeding, under any law, now or hereafter in force, relating to bankruptcy, insolvency, reorganization, liquidation, or otherwise to the Credit Date occurring on relief of debtors or the Restatement Date; readjustment of indebtedness; (ii) made any assignment for the benefit of creditors or a composition or similar arrangement with such creditors; (iii) appointed a receiver, trustee or similar judicial officer or agent to take charge of or liquidate any of its property or assets; and (iv) shall not have had any involuntary proceeding of the kind described in subsections (i)-(iv) of this Section 6.5(g) commenced against it. (g) The purchase of and payment for the New Notes as of such Credit DateSubsequent Closing shall not be prohibited or enjoined by any law, no event shall have occurred and be continuing court order or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)government regulation.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Revolving Loan on any Credit Date, including the Restatement Date, are Date is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) the Administrative Agent, Paying Agent and the Revolving Administrative Agent Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; , provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct a Replacement Borrowing Base Certificate has been delivered in all respects and provided further that the failure of any representation or warranty substitute thereof in accordance with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateSection 2.1(c)(ii); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event shall have occurred; and (vvii) if pro forma for in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative copies of all agreements related to each Receivable, including all applicable Receivable Agreements (including any counterparts) that are, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the Permitted Discretion of such Credit Extension Agent or Requisite Lenders such request is in excess of 25% of warranted under the aggregate Revolving Commitmentscircumstances. Notwithstanding anything contained herein to the contrary, neither the Borrower Paying Agent nor the Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents (or in respect of the Closing Date only, such representations and warranties made by the Sellers to the Sponsor in the Stock Purchase Agreement as are material to the interests of the Lenders but only to the extent that Sponsor has the right to terminate without liability its obligations under the Stock Purchase Agreement and Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.12, 4.16, 4.17, 4.20, 4.25 and 4.26) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) if pro forma for on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender Noteholder to make any Loan, or pay the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are purchase price for his Note is subject to the satisfaction, satisfaction or written waiver in accordance with Section 10.05, of the following conditions precedent, before or concurrently with such payment: (i) the Administrative Agent this Trust Deed and all other Related Documents and the Revolving Administrative Agent Notes shall have received a fully been duly executed and delivered Borrowing Notice or Issuance Noticeare made ready for stamping, as such stamping to be impressed within seven (7) days after the case may beTrust Deed, all Related Documents and the Notes have been duly executed; (ii) after making the Credit Extensions requested on such Credit Date, Bank shall have duly filed a Notice of Exempt Distribution (Form XD F-1) with the Total Utilization FSC and otherwise taken all requisite steps to secure the registration of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and transaction contemplated herein as an exempt distribution under the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectGuidelines for Exempt Distributions (Guidelines SR-GUID-08/05-0016); (iii) all licenses, permits, approvals (including environmental approvals) from the relevant government or other agencies, for the operation of the Bank’s business; (iv) a certified copy of a Board Resolution approving the private placement of Notes with an aggregate principal amount of up to Three Billion Two Hundred Million Jamaican Dollars (J$3,200,000,000.00); (v) a specimen signature authenticated by the Secretary of the Bank of each person authorised by the resolution referred to in sub-paragraph (iv) to sign and deliver this Trust Deed and each Related Document; (vi) a certificate signed by the Managing Director of the Bank certifying that no Event of Default has occurred and is subsisting or would otherwise result from disbursement of the proceeds of the Notes to the Bank and that as of such Credit Datefar as the Bank is aware, after due enquiry, the representations and warranties contained herein are true and complete as at the date of such certificate; (vii) the Bank shall have paid or caused to be paid all accrued costs, fees and expenses of the Trustee including legal fees and expenses of the attorneys for the Arranger and the Trustee; (viii) no event or circumstance has occurred and is continuing that, in the reasonable opinion of the Trustee (in consultation with the Arranger), would have a Material Adverse Effect; (ix) the Trustee (in consulation with the Arranger) being satisfied that there has been no material adverse change in or affecting: (a) the financial, economic, political or other Loan Documents shall be true condition of Jamaica; or (b) the local market for loans and correct debt securities; without regard, in all material respects on and as of that Credit Date either case, to the same extent as though made effect of any such material adverse change on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties Bank; (x) no announcement shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent made by any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of competent rating agency confirming any representation or warranty ratings downgrade with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure outstanding senior indebtedness of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)CIBC.

Conditions Precedent. (a) The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are initial advance under each Loan is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentcondition precedent that Lender shall have received: (i) Duly executed copies of each document listed on the Administrative Agent last page hereof relating to such Loan, in form and substance acceptable to Lender and its legal counsel (all such documents, together with this Agreement and any other security documents relating to the Revolving Administrative Agent shall have received a fully executed Loans, and delivered Borrowing Notice or Issuance Noticeany modifications thereof, to be hereinafter collectively referred to as the case may be"Loan Documents"); (ii) after making Written confirmation from Borrower that the Credit Extensions requested on such Credit DateSecurities and Exchange Commission has no further comments in regard to Borrower's purchase of all of its issued and outstanding shares of common stock held or controlled by shareholders other than Xxxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx (the Total Utilization of Canadian Revolving Commitments shall not exceed "Public Shares") pursuant to the Canadian Revolving Commitments then in effect and tender offer by Borrower to purchase the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectPublic Shares; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further Confirmation that the failure of any representation or warranty with respect price at which Borrower shall purchase its issued and outstanding shares shall not exceed that which is acceptable to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateLender; (iv) An origination fee of 1/4 percent (0.25%) of funds advanced hereunder, as consideration for Lender's commitment to make such advances; (v) A Mortgagee Policy of such Credit Date, no event shall have occurred Title Insurance in an amount and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultform satisfactory to Lender and Borrower; and (vvi) if pro forma An environmental assessment report for such Credit Extensionthe real estate portion of the Collateral (described in Paragraph 9 hereof), which shall be in form and content satisfactory to Lender. (b) Lender's obligation to make any advances under the Revolving Exposure (calculated as set forth in Section 6.07) Loans shall be subject to the additional conditions precedent that, as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentsadvance and after giving effect thereto: (i) all representations and warranties made by Borrower to Lender are true and correct, the Borrower as if made on such date, (ii) all documents and proceedings shall be in compliance reasonably satisfactory to legal counsel for Lender, (iii) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the financial covenant lapse of time and/or giving of notice, would constitute an Event of Default, and (iv) all conditions precedent set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available subparagraph (as if the financial covenant is in effect)a) above shall have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Date, are Date is subject to the satisfaction, or waiver in accordance with Section 10.059.4, of the following conditions precedent: (i) the at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and the Revolving Administrative Agent each Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Availability with respect to the case may berequested Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Loans requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except date (unless any such representation or warranty relates to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties case, it shall have been be true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension Loan that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date no event has occurred which has had a Material Adverse Effect; (vi) as of such Credit Date, no Key Person Event shall have occurred; (vii) with respect to the related Verification Event for such Credit Date, Schedule II of such Verification Certificate notes no more than the greater of (i) eight (8) of such Lease Files reviewed by the Verification Agent or (ii) 5% of such Lease files reviewed by the Verification Agent; (viii) to the extent that the pledge of any Lease would cause the aggregate Amortized Lease Value of all Leases the Obligors of which have billing addresses in any one state to exceed 22.5% of the Amortized Lease Value of all Pledged Leases, a legal opinion with respect to compliance with law in such state, reasonably acceptable to the Administrative Agent; and (vix) if pro forma for such Credit Extensionother items as the Administrative Agent or any Lender shall reasonably request. The Administrative Agent shall be entitled, but not obligated to, request and receive, prior to the Revolving Exposure (calculated as set forth in Section 6.07) as making of any Loan, additional information reasonably satisfactory to the Administrative Agent or any Lender confirming the satisfaction of any of the date of such Credit Extension is foregoing if, in excess of 25% the reasonable discretion of the aggregate Revolving Commitments, Administrative Agent or such Lender such request is warranted under the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender Lender's agreement to make any Loan, or extend the Issuing Bank Loan to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Borrower is subject to the fulfillment, to the Lender's satisfaction, or waiver in accordance with Section 10.05, of all of the following conditions precedentconditions: A. Lender shall have received, on or before the date hereof (i) a copy of the Administrative Agent resolutions of the Board of Directors of the Borrower, certified on such date by an officer of the Borrower, authorizing the execution and delivery of this Agreement, the borrowings hereunder and the Revolving Administrative Agent shall have received a fully executed execution and delivered Borrowing Notice or Issuance Notice, as delivery of the case may be; (ii) after making the Credit Extensions requested on such Credit DateNote, the Total Utilization execution and delivery of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Warrant, and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents and the Collateral, and (ii) such additional documents and requirements as the Lender or counsel for the Lender may reasonably request. B. The Borrower shall have executed and delivered all documentation for the Loan reasonably requested by the Lender, which shall be true in form and correct in all material respects on and as of that Credit Date content reasonably acceptable to the same extent as though made on Lender and as of that date, except its counsel. C. The Borrower shall have provided to the extent such representations and warranties specifically relate to an earlier dateLender, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that form satisfactory to the extent any such representation or warranty is already qualified Lender, all financial and other information concerning its business and affairs, as reasonably requested by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure Lender. D. To the best knowledge of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit DateBorrower, no event shall has occurred or failed to occur that would have occurred and be continuing or would result from a Material Adverse Effect on the consummation financial condition of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit ExtensionBorrower, the Revolving Exposure (calculated as set forth in Section 6.07) as its September 30, 2001 quarterly financial statements. E. The Borrower shall have certified that the execution of the date of such Credit Extension Loan Documents and the Warrant shall not cause any default which would have a Material Adverse Effect on Borrower under any other contract or agreement to which the Borrower is subject. F. Subject to the limitations set forth in excess of 25% of the aggregate Revolving CommitmentsSection 11, the Borrower shall be have paid or agreed to make payment of all reasonable expenses actually incurred in compliance connection with the financial covenant set forth in Section 6.07 as closing of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Loan, including, without limitation, insurance premiums, audit charges and attorneys' fees.

Conditions Precedent. The obligation purchase from, and lease to Lessees, of each Lender the Lease Closing Date Devices on the Lease Closing Date, shall be subject to make any Loanthe satisfaction of, or the Issuing Bank waiver in writing by (i) Lessor of, each of the conditions precedent set forth below and (ii) Lessees of, the conditions in clauses (i) and (k) below: (a) Lessee has provided the Agreed Schedule Information with respect to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are all Lease Closing Date Devices subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beDevice Leases; (iib) after making the Credit Extensions requested on Device Lease Schedules contain with respect to each Lease Closing Date Device to be leased, the information set out in Schedule 1 (Device Lease Schedule); (c) all Lease Closing Date Devices that are to be subject to such Credit Device Lease are Approved Devices; (d) at the time of its contribution under the First Step Transfer Agreement, each Originator is the owner of unencumbered legal and beneficial title to each Lease Closing Date Device that is to be subject to such Device Lease (other than the rights of Customers under the Customer Leases); (e) as of the Cutoff Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Lease Closing Date Devices were Eligible Devices and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectCustomer Leases were Eligible Leases; (iiif) as of such Credit Date, the representations and warranties contained herein and of each Sprint Party set forth in the Article VI or in any other Loan Documents shall be Transaction Document are true and correct in all material respects on and as of that Credit the Lease Closing Date to with the same extent effect as though made on and as of that such date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that ; (g) no Lease Event of Default has occurred and is continuing; (h) all documents (including Customer Leases) required to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty effect with respect to the Target (relevant Devices, are duly executed by each party other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateLessor; (ivi) as all Transaction Documents have been executed and delivered to Lessor and Lessees; (j) receipt of such Credit Date, no event shall evidence that all Agreed Start-Up Costs have occurred and been paid or will be continuing or would result from paid simultaneously with the consummation of the applicable Credit Extension that would constitute a Default or an Event Transaction; (k) receipt by Lessor and Lessees of Defaultthe Data File which contains all information for each Device Lease Schedule to which each Lessee and Lessor agree; and (vl) if pro forma for such Credit ExtensionLessees shall have obtained any approvals, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension legal opinions, filings or other documents reasonably requested by Lessor. Lessees acknowledge and agree that this Agreement is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant not a committed facility and that Lessor is in effect)not obligated to purchase or lease any Devices to Lessee or enter into any Device Lease.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Revolving Loan on any Credit Date, including if applicable the Restatement Closing Date, are is subject to the satisfactionsatisfaction (in the reasonable discretion of each Lender), or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) Administrative Agent, the Administrative Agent Paying Agent, the Custodian and the Revolving Administrative Agent Class B Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Class A Revolving Loans shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectClass B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default, a Default or an Event Early Amortization Event; (v) the Administrative Agent, the Class B Lenders and the Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of Defaultthe Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable, if any, that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in its Permitted Discretion; (vii) as of such Credit Date, the Reserve Account shall have been (or will be, out of the proceeds of the Revolving Loans to be made on such date), funded so that it contains funds in an amount not less than the Reserve Account Funding Requirement as of such date; and (vviii) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of on or prior to the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentsfirst Funding Notice, the Borrower Company shall have established the cash management system and accounts described in Section 2.11 hereof. Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Revolving Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Revolving Loan on any Credit Date, including if applicable the Restatement Closing Date, are is subject to the satisfactionsatisfaction (in the reasonable discretion of each Lender), or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) Administrative Agent, the Administrative Agent Paying Agent, the Custodian and the Revolving Administrative Agent Class B Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Class A Revolving Loans shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectClass B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default, a Default or an Event Early Amortization Event; (v) the Administrative Agent, the Class B Lenders and the Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of Defaultthe Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable, if any, that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in its Permitted Discretion; (vii) as of such Credit Date, the Reserve Account shall have been (or will be, out of the proceeds of the Revolving Loans to be made on such date), funded so that it contains funds in an amount not less than the Reserve Account Funding Requirement as of such date; (viii) on or prior to the date of the first Funding Notice, the Company shall have established the cash management system and accounts described in Section 2.11 hereof; and (vix) if pro forma for such Credit ExtensionThe Administrative Agent shall have received a copy of the Lockbox Account Control Agreement, originally executed and delivered by each applicable Person and reasonably acceptable to the Lenders. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, the Revolving Exposure (calculated as set forth in Section 6.07) as of Paying Agent nor the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Revolving Loan have been satisfied.

Conditions Precedent. 6.1. Conditions to the Obligation of the Purchasers to Consummate the Initial Closing. The obligation several obligations of each Lender Purchaser to make any Loanconsummate the transactions to be consummated at the Initial Closing, or and to purchase and pay for the Issuing Bank Notes being purchased by it at such Closing pursuant to issue any Letter of Credit, on any Credit Date, including the Restatement Datethis Agreement, are subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of the following conditions precedent:precedent set forth in this Section 6.1. (ia) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein and in of the other Loan Documents Company shall be true and correct in all material respects on and as of that Credit the Initial Closing Date to with the same extent force and effect as though made on and as of the Initial Closing Date (it being understood and agreed by each Purchaser that date, except to the extent such representations and warranties specifically relate to an earlier datefor purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which case is qualified by application thereto by a Material Adverse Effect standard, such representations representation and warranties shall have been warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects on or (iii) which is made as of a specific date, such representation and warranty need be true and correct only as of such earlier specific date; provided, that ). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the extent Initial Closing Date. (c) Each Purchaser shall have received a certificate, dated the Initial Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) The purchase of and payment for the Notes by each Purchaser shall not be prohibited or enjoined by any such representation law or warranty is already qualified by materiality governmental or court order or regulation. (e) Each Purchaser shall have received from the Company's counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, an opinion in form and substance reasonably satisfactory to the Purchasers. (f) There shall not have been any Material Adverse EffectChange since the Announcement Date. (g) All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request. (h) The Company and the Collateral Agent, on behalf of the Purchasers, shall have entered into the Pledge and Security Agreement. (i) The Collateral Agent, on behalf of the Purchasers, and SVB shall have entered into the Intercreditor Agreement and all consents identified on Schedule 6.1(i) of the Disclosure Schedule shall have been obtained, including all consents and waivers required from SVB in connection with the transactions contemplated in the Loan Documents. (j) All UCC filings and filings made in the United States Patent and Trademark Office in connection with the creation and perfection of the security interests in and Liens on the Collateral granted pursuant to the Loan Documents. (k) Nasdaq shall have approved of and consented to the transactions contemplated hereby. 6.2. Conditions to the Obligation of the Company to Consummate the Initial Closing. The obligation of the Company to consummate the transactions to be consummated at the Initial Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Initial Closing pursuant to this Agreement, is subject to the satisfaction of the conditions precedent set forth in this Section 6.2. (a) The representations and warranties contained herein of such representation or warranty Purchaser shall be true and correct on and as of the Initial Closing Date, with the same force and effect as though made on and as of Initial Closing Date (it being understood and agreed by the Company that, in all respects and provided further that the failure case of any representation and warranty of such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or warranty with respect observed by such Purchaser on or prior to the Target Initial Closing Date. (c) The sale of the Notes by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) Nasdaq shall have approved of and consented to the transactions contemplated hereby. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other than Purchaser; and the Specified Representations failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreement. 6.3. Conditions to the Obligation of the Purchasers to Consummate the Second Closing. The several obligations of each Purchaser to consummate the transactions to be consummated at the Second Closing, including without limitation to exchange the Notes for shares of Preferred Stock of the Company pursuant to this Agreement, are subject to the satisfaction of the conditions precedent set forth in this Section 6.3. (a) At the Special Meeting, all of the Special Meeting Proposals shall have been approved by the Company's stockholders. (b) The Series B Preferred Certificate of Designations shall have been filed by the Company with the Secretary of State of the State of Delaware, and satisfactory evidence of such filing shall have been delivered to the Purchasers. (c) To the extent required, any applicable waiting period under the HSR Act shall have expired or notice of early termination of such waiting period shall have been received by the Company Representationsand the Purchasers. (d) The consents set forth on Schedule 6.3(d) shall have been obtained. 6.4. Conditions to the Obligation of the Company to Consummate the Second Closing. The obligations of the Company to consummate the transactions to be consummated at the Second Closing, and to exchange for each Purchaser the Notes for Preferred Stock of the Company pursuant to this Agreement, are subject to the satisfaction of the conditions precedent set forth in this Section 6.4. (a) At the Special Meeting, all of the Special Meeting Proposals shall have been approved by the Company's stockholders. (b) To the extent required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. 6.5. Conditions to the Obligations of the Purchasers to consummate each Subsequent Closing. The several obligations of each Purchaser to consummate the transactions to be consummated at each Subsequent Closing, and to purchase and pay for the shares of Preferred Stock being purchased by it at each such Subsequent Closing pursuant to this Agreement, are subject to the satisfaction of the conditions precedent set forth in this Section 6.5. (a) The representations and warranties contained herein of the Company shall be true and correct on and as of each Subsequent Closing Date with the Restatement same force and effect as though made on and as of each Subsequent Closing Date will not constitute the failure (it being understood and agreed by each Purchaser that for purposes of this condition precedent with respect Section 6.5(a), in the case of any representation and warranty of the Company contained herein (i) which is qualified by application thereto by a Material Adverse Effect standard, such representation and warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects or (iii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to each Subsequent Closing Date. (c) Each Purchaser shall have received a certificate, dated the Subsequent Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.5(a) and (b) have been fulfilled. (d) At the Special Meeting, the Company's stockholders shall have approved all of the Special Meeting Proposals. (e) To the extent required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. (f) There shall not have been any Material Adverse Change since the Initial Closing. (g) The Company shall not have (i) commenced any voluntary proceeding under any provision of Title 11 of the United States Code, as now or hereafter amended, or any other proceeding, under any law, now or hereafter in force, relating to bankruptcy, insolvency, reorganization, liquidation, or otherwise to the Credit Date occurring on relief of debtors or the Restatement Date; readjustment of indebtedness; (ii) made any assignment for the benefit of creditors or a composition or similar arrangement with such creditors; (iii) appointed a receiver, trustee or similar judicial officer or agent to take charge of or liquidate any of its property or assets; and (iv) shall not have had any involuntary proceeding of the kind described in subsections (i)-(iv) of this Section 6.5(g) commenced against it. (h) The purchase of and payment for the Preferred Stock to be issued as of such Credit DateSubsequent Closing shall not be prohibited or enjoined by any law, no event shall have occurred and be continuing court order or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)government regulation.

Conditions Precedent. The SECTION 3.1. National Financial's obligation of each Lender to make any Loan, or purchase Receivable Assets hereunder on the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Closing Date shall be subject to the satisfactionexecution, or waiver in accordance with Section 10.05delivery and effectiveness of the Sale and Servicing Agreement and the Indenture and the delivery of the purchase price for the Notes to the Trust by the initial purchasers thereof. In addition, the obligation of National Financial to purchase Receivable Assets hereunder on each Subsequent Transfer Date shall be further subject to the satisfaction of the following conditions precedenton or before such Subsequent Transfer Date: (i) all representations and warranties of NAFI contained in Section 4.1(a) shall be true and correct and all representations and warranties of NAFI in Section 4.1(b) shall be true and correct with respect to the Administrative Agent Receivables sold, transferred, conveyed and the Revolving Administrative Agent shall have received a fully executed assigned to National Financial on such Subsequent Transfer Date, in each case, on and delivered Borrowing Notice or Issuance Noticeas of such Subsequent Transfer Date, as the case may be; (ii) after making the Credit Extensions requested on such Credit Subsequent Transfer Date, NAFI shall have duly completed and executed to National Financial a Conveyance conforming to the Total Utilization requirements of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectSection 2.3(b) or 2.4(b), as applicable; (iii) as of on or before such Credit Subsequent Transfer Date, (a) NAFI shall have delivered to National Financial or such other Person as National Financial shall direct the representations original motor vehicle retail installment sale contract, duly endorsed by NAFI to National Financial, and warranties contained herein and the Receivable Files that relate to each Receivable included in the other Loan Documents shall be true Receivable Assets then being sold by NAFI to National Financial and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties (b) NAFI shall have been true and correct in performed all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) obligations then required to be true performed by it pursuant to this Agreement, including, without limitation, Sections 2.2 and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date2.3(b) or 2.3(c), as applicable; (iv) as of such Credit Date, no event Bankruptcy Event or Servicer Termination Event shall have occurred and be continuing or would result from on and as of such Subsequent Transfer Date; (v) as of such Subsequent Transfer Date, the consummation Receivables then in the Trust Property, together with the Subsequent Receivables to be transferred to National Financial on such Subsequent Transfer Date, shall meet the following criteria (computed based on the characteristics of the Subsequent Receivables as of the applicable Credit Extension that would constitute a Default or an Event Subsequent Cut-off Date): (A) the weighted average Interest Rate of Defaultthe Receivables shall not be less than 18.0%, (B) the weighted average remaining term of the Receivables shall not be greater than 55 months, and (C) not more than 80% of the Aggregate Principal Balance Receivables shall represent loans to finance the purchase of used Financed Vehicles and (D) the final scheduled payment date on the Receivable with the latest maturity shall not be later than April 21, 2003; and (vvi) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth all conditions precedent in Section 6.07) as 2.2 of the date Sale and Servicing Agreement to the transfer and assignment of such Credit Extension is in excess of 25% of Subsequent Receivables to the aggregate Revolving Commitments, Trust pursuant to the Borrower Sale and Servicing Agreement shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)have been satisfied.

Conditions Precedent. 4.1 The obligation obligations of the JAD Trust on behalf of each Lender Predecessor Fund and the JIF Trust on behalf of each Successor Fund to make any Loan, or effectuate the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Reorganization shall be subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of the following conditions precedentwith respect to such Reorganization: (i) The JIF Trust shall have filed with the Administrative Agent Securities and Exchange Commission (the "Commission") a registration statement on Form N-14 under the Securities Act of 1933, as amended (the "Securities Act") and such amendment or amendments thereto as are determined by the Board of Trustees of the JIF Trust and/or JCM to be necessary and appropriate to effect the registration of the Class A, Class C, Class I, Class J, Class R and Class S Successor Fund Shares (the "Registration Statement"), and the Revolving Administrative Agent Registration Statement shall have received a fully executed become effective, and delivered Borrowing Notice no stop-order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or Issuance Notice, as threatened by the case may beCommission (and not withdrawn or terminated); (ii) after making The applicable Class A, Class C, Class I, Class J, Class R and Class S Successor Fund Shares shall have been duly qualified for offering to the Credit Extensions requested on public in all states in which such Credit Date, qualification is required for consummation of the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effecttransactions contemplated hereunder; (iii) as of such Credit Date, the All representations and warranties of the JAD Trust on behalf of the Predecessor Fund contained herein and in the other Loan Documents this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JIF Trust on behalf of the Successor Fund shall have received a certificate of an officer of the JAD Trust acting on behalf of the Predecessor Fund to that Credit Date effect in form and substance reasonably satisfactory to the same extent as though made JIF Trust on and as behalf of that date, except to the extent such Successor Fund; (iv) All representations and warranties specifically relate to an earlier date, of the JIF Trust on behalf of the Successor Fund contained in which case such representations and warranties this Agreement shall have been be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JAD Trust on behalf of the Predecessor Fund shall have received a certificate of an officer of the JIF Trust acting on behalf of the Successor Fund to that effect in form and substance reasonably satisfactory to the JAD Trust on behalf of the Predecessor Fund; (v) The JIF Trust and the JAD Trust shall have received the opinion of Dechert LLP addressed to each of them substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement shall constitute a tax-free reorganization for Federal income tax purposes. The delivery of such earlier dateopinion is conditioned upon receipt by Dechert LLP of representations it shall request of JCM, the JIF Trust and the JAD Trust. Notwithstanding anything herein to the contrary, neither the JIF Trust nor the JAD Trust may waive the condition set forth in this paragraph; (vi) Unless otherwise determined by the officers of the Predecessor Fund, the Predecessor Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. New York Time on the Closing; provided, that and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent any such representation or warranty is not otherwise already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultdistributed; and (vvii) if pro forma for such Credit Extension, the Revolving Exposure The conditions precedent to (calculated as set forth in Section 6.07A) as each of the date of such Credit Extension is in excess of 25% Preexisting Fund Reorganizations and (B) each of the aggregate Revolving CommitmentsShell Reorganizations shall have been satisfied, unless the Borrower Board of Trustees of the JAD Trust and/or the JIF Trust shall have waived this condition and deemed it to be in compliance with the financial covenant set forth in Section 6.07 as best interests of Shareholders of the last day of Predecessor Fund that the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Reorganization should proceed.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of CreditCredit (or, at Company’s request, to amend any Letter of Credit to extend its term or increase its amount), on any Credit Date, including occurring after the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after After making the Credit Extensions requested on such Credit Date, (x) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect(y) Availability would be $0 or greater; (iii) as As of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedprovided that, that in each case, such materiality qualifier shall not apply to any representations and warranties to the extent any such representation or warranty is already qualified or modified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct similar concept in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datetext thereof; (iv) as As of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of On or before the date of issuance of any Letter of Credit, Administrative Agent and Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; (vi) The Chief Financial Officer of the Company shall have delivered a Chief Financial Officer’s Funding Certificate representing and warranting and otherwise demonstrating to the satisfaction of Administrative Agent that, as of such Credit Extension is in excess of 25% of Date, Company reasonably expects, after giving effect to the aggregate Revolving Commitmentsproposed borrowing and based upon good faith determinations and projections consistent with the Financial Plan, the Borrower shall to be in compliance with the all operating and financial covenant covenants set forth in Section 6.07 this Agreement as of the last day of the most recent current Fiscal Quarter for which financial statements are available Quarter; and (vii) After giving effect to such Credit Extension (excluding any proceeds thereof that will be applied, other than with respect to the Term Loans or other Loans made on the Closing Date, in the ordinary course of business and consistent with past practices within two (2) Business Days after such Credit Extension, as if certified by the financial covenant Chief Financial Officer in the Chief Financial Officer’s Funding Certificate and evidenced by a reasonably detailed written summary of such uses of proceeds attached thereto), the aggregate Cash and Cash Equivalents of Holdings and its Subsidiaries will not exceed $4,000,000. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender, such request is in effect)warranted under the circumstances.

Conditions Precedent. Section 7.1 Conditions to the Purchaser's Obligations. ----------------------------------------- (a) The obligation of each Lender the Purchaser to make any Loan, or purchase the Issuing Bank to issue any Letter of Credit, on any Credit Date, including Purchased Assets from the Restatement Date, are Seller shall be subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of the following conditions precedentconditions: (i) all representations and warranties of the Administrative Agent Seller contained in this Agreement shall be true and correct on the Revolving Administrative Agent shall have received a fully executed Closing Date with the same effect as though such representations and delivered Borrowing Notice or Issuance Notice, as the case may bewarranties had been made on such date; (ii) after making the Credit Extensions requested on such Credit Date, information provided by the Total Utilization of Canadian Revolving Commitments shall not exceed Seller to the Canadian Revolving Commitments then in effect and Purchaser concerning the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents Accounts shall be true and correct in all material respects on and as of that Credit Date the close of business on the third Business Day preceding the Closing Date; (iii) the Seller shall have delivered to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been Purchaser a true and correct in list of the Accounts and shall have performed all material respects other obligations required to be performed by the Seller on or before the Closing Date by the provisions of this Agreement; (iv) the Seller shall have recorded and as of such earlier date; providedfiled, that to the extent at its expense, any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty financing statements with respect to the Target Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale of the Purchased Assets from the Seller to the Purchaser and shall have delivered a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser; and (other than v) all bank and legal proceedings and all instruments in connection with the Specified Representations transactions contemplated by this Agreement shall be satisfactory in form and Company Representationssubstance to the Purchaser, and the Purchaser shall have received from the Seller copies of all documents (including, without limitation, records of bank proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested. Section 7.2 Conditions to the Seller's Obligations. -------------------------------------- (a) The obligation of the Seller to sell the Purchased Assets to the Purchaser shall be subject to satisfaction of the following conditions: (i) all representations and warranties of the Purchaser contained in this Agreement shall be true and correct on the Restatement Closing Date will not constitute with the failure of this condition precedent with respect to the Credit Date occurring same effect as though such representations and warranties had been made on the Restatement Datesuch date; (ivii) as of such Credit Date, no event the Purchaser shall have occurred and be continuing or would result from paid the consummation of the applicable Credit Extension that would constitute a Default or an Event of DefaultPurchase Price in accordance with Section 3.1; and (viii) if pro forma for such Credit Extension, all corporate and legal proceedings and all instruments in connection with the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower transactions contemplated by this Agreement shall be satisfactory in compliance with form and substance to the financial covenant set forth in Section 6.07 Seller, and the Seller shall have received from the Purchaser copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Seller may reasonably have requested.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are 4.1 Closing will be subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentprecedent (opschortende voorwaarden) (the Conditions) being fulfilled or waived: (ia) Except as disclosed in or pursuant to the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit DateDisclosure Letter, the representations and warranties contained herein and in the other Loan Documents Schedule 2 shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, (except to the extent such for those representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, which shall be true in all respects) on and as of the Signing Date until the Closing Date and on the Closing Date as though they had been given and made on such representation date. The Company shall have delivered on the Closing Date to Investor an officer’s certificate (the Company Officer’s Certificate) in the agreed form as attached hereto as Part 1 of Schedule 6, signed by an authorised officer of the Company, certifying that (i) the Company has performed all obligations and conditions herein required to be performed on or warranty before the Closing Date and (ii) except as disclosed in or pursuant to the Disclosure Letter, the representations, warranties, and agreements of the Company are true and correct in all material respects (or where it concerns those representations and warranties qualified by materiality or Material Adverse Effect, certifying that such representations and warranties are true in all respects) on the Closing Date; (b) no Material Adverse Effect shall have occurred between Signing and Closing; (c) the representations and warranties contained in Schedule 3 shall be true and correct in all material respects (except for those representations and provided further warranties qualified by materiality or Material Adverse Effect, which shall be true in all respects) on and as of the Signing Date until the Closing Date and on the Closing Date as though they had been given and made on such date. Investor shall have delivered on the Closing Date to the Company an officer’s certificate in the agreed form as attached hereto as Part 2 of Schedule 6 (the Investor Officer’s Certificate), signed by an authorized officer of Investor, certifying that (i) Investor has performed all obligations and conditions herein required to be performed on or before the Closing Date and (ii) the representations, warranties, and agreements of Investor are true and correct in all material respects (or where it concerns those representations and warranties qualified by materiality or Material Adverse Effect, certifying that such representations and warranties are true in all respects) on the Closing Date; (d) (i) the Company shall not have received prior to the Closing Date a Superior Transaction Proposal which it intends to enter into or has announced publicly that it is considering; and (ii) no third party shall have announced or made an unsolicited or (otherwise) not-agreed Public Offer to the Company prior to the Closing Date that has not been withdrawn or terminated; (e) no Legal Proceedings being pending or no Applicable Law or Judgment being in effect, that frustrates the purpose of or prohibits the consummation of Closing and the other transactions contemplated by this Agreement and the other Transaction Documents; (f) prior to or substantially simultaneously with the Closing, each of the Transaction Documents shall have been executed and delivered by the Parties, no material breach by any Party under the Transaction Documents shall have occurred and no termination of the Transaction Documents shall have taken place in accordance with Section 4.4, 4.5, or 4.6; and (g) simultaneously with the Closing an opinion of the Company’s Lawyers shall have been delivered to Investor as to the Shares’ due authorization and valid issuance (the Legal Opinion). 4.2 Each of the Parties will use commercially reasonable efforts to procure the satisfaction of the Conditions and take such other commercially reasonable actions so that the Signing and the Closing may be consummated on the same day. In the event that the Parties are unable to effectuate the foregoing, each Party will use commercially reasonable efforts to procure the satisfaction of the Conditions and will use commercially reasonable efforts to ensure that the Conditions are fulfilled as soon as possible following the Signing and remain fulfilled up until and including the Closing; provided, however that, nothing in this Section 4.2 shall prohibit, limit or restrict the Company from exercising its rights under Section 7 and 8. 4.3 The Conditions under Sections 4.1(a), 4.1(b) and 4.1(g) shall be for the benefit of Investor only and can only be waived in writing by Investor. The Condition under Section 4.1(c) shall be for the benefit of the Company only and can only be waived in writing by the Company. The Conditions under Sections 4.1(d) and 4.1(e) shall be for the benefit of both Parties and can only be waived by the Parties jointly in writing. The Condition under Section 4.1(f) shall be for the benefit of both Parties and can only be waived by the executing, delivering, non-breaching, and non-terminating Party in writing. 4.4 The Transaction Documents may be terminated by Investor in writing if (i) an event specified in Section 4.1(d) shall have occurred, or (ii) any event occurs or condition exists that would render impossible, despite the use of commercially reasonable efforts, the satisfaction of one or more of the Conditions under Section 4.1(a), (b), (e), (f), or (g), if the failure of any representation or warranty such condition to be satisfied is not caused by a breach of this Agreement by Investor; provided that Investor may not terminate the Transaction Documents pursuant to Condition 4.1(d) in relation to a Superior Transaction Proposal referred to under Condition 4.1(d)(i) until Investor shall have determined not to exercise its Pre-Closing Matching Rights. Upon termination of this Agreement in accordance with the preceding sentence, the Parties will have no further obligation with respect to the Target Equity Investment, the Transactions, this Agreement and the other Transaction Documents unless explicitly provided otherwise herein or therein (other than and save in respect of (i) accrued rights, liabilities and damages arising from a breach of the Specified Representations and Transaction Documents or (ii) the Termination Fee payable by the Company) 4.5 The Transaction Documents may be terminated by the Company Representationsin writing if (i) to be true and correct on any event specified in Section 4.1(d) shall have occurred, or (ii) any event occurs or condition exists that would render impossible, despite the Restatement Date will not constitute use of commercially reasonable efforts, the satisfaction of one or more of the Conditions under Section 4.1(c), (e), or (f), if the failure of such condition to be satisfied is not caused by a breach of this condition precedent Agreement by the Company; provided however, that the Company may not terminate the Transaction Documents pursuant to the Condition in Section 4.1(d) in relation to a Superior Transaction Proposal referred to therein until (x) Investor shall have determined not to exercise its Pre-Closing Matching Rights, and (y) (1) the Company has entered into a definitive agreement for a Superior Transaction resulting from such Superior Transaction Proposal, or (2) in case of an unsolicited Public Offer, upon the offeror having declared its offer unconditional and acquired at least 70% of the total issued and outstanding Ordinary Shares or other voting securities of the Company (if any) as a result thereof. Upon a termination of this Agreement in accordance with the preceding sentence, the Parties will have no further obligation with respect to the Credit Equity Investment, the Transactions, this Agreement and the other Transaction Documents unless explicitly provided otherwise herein or therein (and save in respect of accrued rights, liabilities and damages arising from a breach of the Transaction Documents). 4.6 If Closing has not taken place by November 1, 2009 (the Long Stop Date), each Party will have the right to terminate this Agreement and the other Transaction Documents in their entirety and the Parties will have no further obligations with respect to this Agreement and the other Transaction Documents, respectively, unless explicitly provided otherwise therein; provided however that a non-executing, non-delivering or breaching Party may not invoke the foregoing right to terminate the Transaction Documents and such breaching Party shall remain liable for accrued rights, liabilities and damages arising from its failure to execute or deliver or its breach, including Investor’s right to a Termination Fee pursuant to Section 5.1. Each Party shall procure that any of its Affiliates party to such Transaction Documents shall be bound by this Section 4.6 and shall accept any such termination permitted herein. 4.7 Clauses 17 up to and including 27 of this Agreement shall survive termination of this Agreement pursuant to Section 4.4, 4.5 or 4.6. 4.8 Notwithstanding the notice periods set out in Section 7 and 8, between the Signing Date occurring and the Closing Date each Party shall notify the other Party promptly if it becomes aware of any matter or event which constitutes, or which would be reasonably expected to lead to, a breach of this Agreement or to any of the Conditions not being satisfied or becoming incapable of being satisfied. 4.9 Between the Signing Date and the Closing Date, the Company will carry on its business in the ordinary course, as carried out on the Restatement Signing Date; , in all material respects, and will not (ivi) as except for the grant of options or other rights under the ESOP in accordance with normal practice and the issue of Ordinary Shares pursuant to the exercise of such Credit Dateoptions or other rights in accordance with normal practice, no event shall have occurred and be continuing create, allot, issue, acquire, repay or would result from redeem, consolidate, convert or sub-divide any equity interests in the consummation Company or otherwise change any of the applicable Credit Extension that would constitute rights or obligations attaching to its Ordinary Shares or agree, arrange or undertake to do any of those things or acquire or agree to acquire, an interest in a Default corporate body or an Event merge or consolidate with a corporate body or any other person or participate in any other type of Default; and corporate reconstruction, (vii) if pro forma for such Credit Extensionamend its Articles of Association, the Revolving Exposure or (calculated as set forth in Section 6.07iii) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentspropose, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)pay, declare or make any dividend or propose, declare or make any other distribution on its capital stock.

Conditions Precedent. 3.1 The obligation following shall be conditions precedent for disbursal of each Lender the Loan or any tranche thereof: a. Prior to the disbursement, the security over the Property as set out should create; b. The Borrower shall have an absolute, clear, marketable title to the Property and the Property shall be, and shall continue to be absolutely unencumbered and free from liability or any other charges, except for the Loan; c. The Borrower meets the Bank's requirement of creditworthiness. The Bank shall be entitled to make any Loanor cause to be made inquiries of such nature as the Bank may deem fit of the creditworthiness of the Borrower. The Bank shall be further entitled to call for such credentials from the Borrower as may be required to prove the creditworthiness of the Borrower; d. The Borrower shall have an absolute, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject clear and marketable title to the satisfaction, or waiver in accordance with Section 10.05, Property and that the Property is absolutely unencumbered and free from any liability and prior charges; e. No Event of Default / Cross-default shall have occurred; f. At the time of request for the disbursement of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice Loan or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentstranche thereof, the Borrower shall produce such evidence of the proposed utilization of the proceeds of the disbursement of the Loan or any tranche thereof in the manner set out in the End Use Letter to this Agreement, as and when required by the Bank to evidence that the Loan will be utilised only for the Purpose; g. No extraordinary or other circumstances shall have occurred which shall make it improbable for the Borrower to fulfil his/its obligations under this Agreement; h. The Borrower shall have executed and delivered a money bond or a demand promissory note in compliance with favour of Bank for Loan; i. The Borrower shall have satisfied the Bank to the effect that there is no action, suit, proceedings or investigation pending or to the knowledge of the Borrower, or is threatened by or against the Borrower, before any Court of Law or Government authority or any other competent authority which might have a material effect on the financial covenant set forth in Section 6.07 as and other affairs of the last day Borrower or which might put into question the validity or performance of this Agreement and/or other security documents executed by the Borrower in favour of the most recent Fiscal Quarter for which financial statements are available (as if Bank; j. The Borrower shall have executed all the financial covenant is in effect)Transaction documents to the satisfaction of the Bank.

Conditions Precedent. (a) The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including initial advance under the Restatement Date, are Note is subject to the satisfactionconditions precedent that, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is advance, Lender shall have received (i) duly executed copies of each document listed on the last page hereof relating to the Loan, in excess form and substance acceptable to Lender and its legal counsel (all the documents listed on the last page hereof, together with this Agreement and any other security documents relating to the Loan, and any modifications thereof, are hereinafter collectively referred to as the "Loan Documents"), (ii) an origination fee of 25% $140,000.00, as consideration for Lender's commitment to make advances under the Note, (iii) copies of all deeds of trust, mortgages and security documents related to the Real Estate Notes, and originals of all of the aggregate Revolving CommitmentsReal Estate Notes (hereinafter defined) properly endorsed to the order of Lender, (iv) Mortgagee Policies of Title Insurance issued with respect to the Real Estate Notes endorsed for the benefit of Lender, (v) appraisals of all the Real Estate Collateral (as hereinafter defined) and the Real Estate Notes (as hereinafter defined), the Borrower principal amount of which exceeds $250,000, in form and content satisfactory to Lender, (vi) a Mortgagee Policy of Title Insurance for the Real Estate Collateral in form and content satisfactory to Lender, and (vii) such other documents and certificates as Lender or Lender's counsel may reasonably request. (b) Lender's obligation to make advances under the Note shall be in compliance subject to the additional conditions precedent that, as of the date of such advance and after giving effect thereto: (i) all representations and warranties made by Borrower to Lender are true and correct, as if made on such date, (ii) all documents and proceedings shall be reasonably satisfactory to legal counsel for Lender, (iii) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the financial covenant lapse of time and/or giving of notice, would constitute an Event of Default, and (iv) all conditions precedent set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available subparagraph (as if the financial covenant is in effect)a) above shall have been satisfied.

Conditions Precedent. The obligation Prior to the acceptance by the Buyer of each Lender to make any Loan, Timeshare Loan or the Issuing Bank to issue release of any Letter of Creditfunds therefor, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent:must be satisfied on or prior to the related Sale Date (or on or prior to the first Sale Date with respect to Section 5.2(k) below): (ia) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the all representations and warranties of the Seller contained herein and all information provided in the other Loan Documents Schedule of Timeshare Loans shall be true and correct as of a Sale Date, and the Seller shall have delivered to the Buyer an Officer’s Certificate to such effect; (b) all representations and warranties of the Seller in respect of the Timeshare Loans shall be true and correct; (c) immediately prior to the sale of any Timeshare Loan to the Buyer, the Seller shall have full legal and equitable title to such Timeshare Loan, free and clear of any Liens, other than Permitted Liens; (d) the Seller shall have delivered or shall have caused the delivery of (A) the related Timeshare Loan Files to the Custodian and the Custodian shall have delivered a Custodian’s Certificate therefor pursuant to the Custodial Agreement, (B) the Timeshare Loan Servicing Files to the Servicer and (C) the related Schedule of Timeshare Loans to the Custodian, the Servicer, and the Buyer (notwithstanding anything in this Section 5.2(d) to the contrary, the delivery period set forth in the Custodial Agreement shall govern); (e) the Seller shall have caused to be delivered to the Buyer an Officer’s Certificate to the effect that (A) the representations and warranties in each of the Transaction Documents made by the Seller are true and correct in all material respects on and as of that Credit the Sale Date to the same extent as though made on and as of that datedate (or, except to the extent such representations and warranties specifically relate to an earlier date, in which case that such representations and warranties shall have been were true and correct in all material respects on and as of such earlier date; provided), that to (B) the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty Seller shall be true and correct have performed in all respects all agreements and provided further that satisfied all conditions which this Agreement provides shall be performed or satisfied by them on or before the failure of any representation Sale Date and (C) no Timeshare Portfolio Performance Event, Servicer Termination Event or warranty with respect to the Target Purchase Termination Event (other than the Specified Representations and Company Representationsi) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing continuing, or, (ii) in the case of any of the foregoing, as applicable, is reasonably expected to be reflected in the next succeeding Monthly Servicer Report, both before and after giving effect to the transactions contemplated to occur on or would result about the Sale Date; (f) each transfer, assignment, sale and grant shall be evidenced by an Assignment of Mortgage. The Seller shall have delivered or caused to be delivered all other information theretofore required or reasonably requested by the Buyer to be delivered by the Seller or performed or caused to be performed all other obligations required to be performed, including all filings, recordings and/or registrations as may be necessary in the opinion of the Buyer to establish and preserve the right, title and interest of the Buyer in the related Timeshare Loans; (g) each Timeshare Loan shall be an Eligible Timeshare Loan; (h) each Transaction Document shall be in full force and effect. All of the terms, covenants, agreements and conditions of each Transaction Document to be complied with and performed by each party thereto, as the case may be, by the Sale Date, shall have been complied with in all material respects or otherwise waived by the Buyer; (i) such other documents, instruments, certificates and opinions as the Buyer (j) may reasonably request as set forth on the closing checklist are delivered; (k) the Buyer shall have received a Sale Notice pursuant to Exhibit E hereof; (l) the Buyer shall have received from local counsel, written opinions dated not later than the consummation first Sale Date and in form and substance reasonably satisfactory to the Buyer, covering each Resort in the jurisdictions identified on Exhibit K to the effect that (A) the manner of offering for sale of and the sale of timeshare estates in such Resorts complies with the requirements of the applicable governmental authorities in such jurisdiction, (B) the form of purchase contract, obligor notes, mortgages (if applicable) are sufficient to create a valid and binding obligation of the purchaser, enforceable against such purchaser in accordance with its terms, (C) the timeshare loans are assignable by the holder thereof, (D) the form of Assignment of Mortgage, to the extent applicable, are in proper form for recording in such jurisdiction, and (E) the highest rate of interest that can be charged without violating usury laws; (m) no Timeshare Loan shall be subject to an annual percentage rate of interest (APR) reflected in the related truth-in-lending disclosure statement or similar disclosure form greater than the maximum prescribed by the National Credit Extension that would constitute a Default or an Event Union Association, which Buyer represents is, as of Defaultthe Closing Date, eighteen percent (18%); and (vn) if pro forma the weighted average FICO Score on all Timeshare Loans with a FICO Score in the applicable Sale Date Loan Pool must not be less than 700 for such Credit Extensionall Timeshare Loans originated thirty (30) or fewer days prior to the related Sale Date and 675 for all Timeshare Loans originated more than thirty (30) days prior to the related Sale Date, and each Timeshare Loan, when aggregated with all other outstanding Timeshare Loans previously sold to the Revolving Exposure Buyer shall not cause the weighted average FICO Score of all of the related Timeshare Loans to be less than 675; provided, however, that (calculated i) non-United States resident Obligors do not require a FICO Score, and (ii) the sum of the Timeshare Loans that are (a) Timeshare Loans from United States resident Obligors without a FICO Score and (b) Timeshare Loans with a FICO Score equal to or greater than 575 and less than or equal to 599, shall not exceed two and one half percent (2.5%) when the quotient of (x) the sum of the Sale Date Loan Balances of the Timeshare Loans in the applicable Sale Date Loan Pool and the Loan Balances (as of the end of the last Due Period) of the Timeshare Loans in the Aggregate Sale Date Loan Pool that meet the criteria set forth in Section 6.07the foregoing clauses (ii)(a) and (ii)(b), divided by (y) the sum of the Sale Date Loan Balances of all Timeshare Loans in the applicable Sale Date Loan Pool and the Loan Balances (as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as end of the last day Due Period) of all Timeshare Loans in the most recent Fiscal Quarter for which financial statements are available (Aggregate Sale Date Loan Pool, is expressed as if the financial covenant is in effect)a percentage.

Conditions Precedent. The obligation of This Amendment shall not be effective until each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentprecedent has been fulfilled: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment executed by the Administrative Agent Agent, the Borrower and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beRequired Lenders; (ii) after making a Compliance Certificate dated as of the Credit Extensions requested on such Credit Datedate hereof for the Borrower’s fiscal quarter ending March 31, 2020, signed by the Total Utilization chief executive officer, chief financial officer or treasurer of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrower; (iii) a certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value as of such Credit Datethe date hereof; (iv) a certificate, signed by an officer of the Borrower, stating that on the date hereof and after giving effect to the transactions contemplated by the Amendment (i) no Default or Unmatured Default has occurred and is continuing and (ii) all representations and warranties contained herein made or deemed made by the Borrower and each other Loan Party in the other Loan Documents shall be to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of that Credit Date to the date hereof with the same extent force and effect as though if made on and as of that date, the date hereof except to the extent that such representations and warranties specifically expressly relate solely to an earlier date, date (in which case such representations and warranties shall have been were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date; provided) and except for changes in factual circumstances not prohibited under the Loan Agreement or the other Loan Documents, provided that to the extent any such representation or warranty certificate is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be in fact true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datecorrect; (ivv) as of such Credit Dateevidence that all fees, no event shall have occurred expenses and be continuing or would result from reimbursement amounts due and payable to the consummation Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (vi) all information requested by the Administrative Agent and each Lender in order to comply with applicable Credit Extension that would constitute a Default or an Event of Default“know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (vvii) if pro forma for such Credit Extensionother documents, instruments and agreements as the Revolving Exposure Administrative Agent may reasonably request. (calculated as set forth in Section 6.07b) as In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of such Credit Extension is the information contained in excess of 25% the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower most recently delivered to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the aggregate Revolving Commitments, Borrower to fulfill its obligations under this Amendment and the Loan Documents to which it is a party; and (iii) the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be in compliance required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law or (B) any material agreement, document or instrument to which the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for Borrower is a party or by which financial statements are available (as if the financial covenant it or its respective properties is in effect)bound.

Conditions Precedent. The obligation of each Lender the Lenders to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Revolving Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance Notice, as the case may be; Base Certificate two (ii2) after making the Credit Extensions requested on Business Days prior to such Credit Date, evidencing sufficient Commitment Availability with respect to the Total Utilization requested Loan together with an updated schedule of Canadian Revolving Commitments shall not exceed Receivables including the Canadian Revolving Commitments then Receivables to be pledged in effect connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the Total Obligations information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectReceivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable, and (5) any other information reasonably requested by the Administrative Agent with respect to such Credit Date; (iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Loan Credit Documents to which it is a party shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the Loan on such Credit Date, the Administrative Agent shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist; and (vxiii) if pro forma for none of the Receivables to be sold to the Borrower on such Credit Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent shall be entitled, but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent, such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Date, are Date is subject to the satisfaction, or waiver in accordance with Section 10.059.4, of the following conditions precedent: (i) the at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and the Revolving Administrative Agent each Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Availability with respect to the case may berequested Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Loans requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except date (unless any such representation or warranty relates to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties case, it shall have been be true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension Loan that would constitute a Default or an Event of Default or a Default; and; (v) if pro forma for as of such Credit Extension, the Revolving Exposure Date no event has occurred which has had a Material Adverse Effect; (calculated as set forth in Section 6.07vi) as of the date of such Credit Extension is Date, no Key Person Event shall have occurred; (vii) to the extent that the pledge of any Lease would cause the aggregate Amortized Lease Value of all Leases the Obligors of which have billing addresses in excess of 25any one state to exceed 22.5% of the aggregate Revolving CommitmentsAmortized Lease Value of all Pledged Leases, a legal opinion with respect to compliance with law in such state, reasonably acceptable to the Borrower Administrative Agent; (viii) such other items as the Administrative Agent or any Lender shall reasonably request. The Administrative Agent shall be in compliance with entitled, but not obligated to, request and receive, prior to the financial covenant set forth in Section 6.07 as making of any Loan, additional information reasonably satisfactory to the Administrative Agent or any Lender confirming the satisfaction of any of the last day foregoing if, in the reasonable discretion of the most recent Fiscal Quarter for which financial statements are available (as if Administrative Agent or such Lender such request is warranted under the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender the Lenders to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Revolving Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed Funding Notice together with a Borrowing Base Certificate prior to 11:00 a.m. (Chicago, Illinois time) on the requested Credit Date, evidencing sufficient Commitment Availability with respect to the requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and delivered Borrowing Notice or Issuance Notice(B) set forth the information required to be provided under the Backup Servicing Agreement (including, as without limitation, and with respect to each Contract, (1) the case may be; account number; (ii2) after making Obligor name, (3) the Credit Extensions outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable, and (5) any other information reasonably requested on by the Administrative Agent with respect to such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Loan Credit Documents to which it is a party shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Lender Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verified Receivables Report from the Backup Servicer, which Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (viii) no Material Adverse Effect shall have occurred; (ix) no Tier 2 Collateral Performance Trigger shall have occurred; (x) no Regulatory Trigger Event shall have occurred; (xi) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist; (xii) immediately after making the Credit Extensions requested on such Credit Date, Commitment Availability shall not be less than the amount required pursuant to Section 5.11(b)(ii); and (vxiii) if pro forma none of the Receivables to be sold to the Borrower on such Credit Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any formal inquiry or investigation (which for the avoidance of doubt excludes any routine inquiry or investigation), legal action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state, which formal inquiry, investigation, legal action or proceeding has not been resolved prior to such Credit Date. Any Agent shall be entitled, but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent, such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect shall have been true and correct in all respects) on and as of such earlier date; providedprovided that, that solely for the purpose of satisfying this Section 3.2(a)(iii) on the Closing Date (and not for the purpose of determining whether an Event of Default under Section 8.1(d) has occurred), any reference to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty Effect in Section 4 shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect deemed to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;mean a Material Adverse Change. (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; provided that, solely for the purpose of satisfying this Section 3.2(a)(iv) on the Closing Date (and not for the purpose of determining whether an Event of Default under Section 8.1(c) and/or Section 8.1(e) has occurred), any reference to Material Adverse Effect in Sections 4 and 5 shall be deemed to mean a Material Adverse Change; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such Credit Extension is other documents or information as Issuing Bank may reasonably require in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance connection with the financial covenant set forth in Section 6.07 as issuance of the last day such Letter of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Credit.

Conditions Precedent. The obligation of each Lender to make any Loan (other than an Initial Term Loan, ) or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Delayed Draw Term Loan Commitments shall not exceed the Delayed Draw Term Loan Commitments then in effect; (iv) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (ivv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (vvi) if pro forma for on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or This Amendment shall become effective on the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, date when all of the following conditions precedentconditions, the fulfillment of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred: (iA) the Administrative Agent and the Revolving Administrative Agent CIT shall have received a fully executed counterpart or original of this Amendment and delivered Borrowing Notice or Issuance Noticethe Term Note, together with a First Amendment to the Factoring Agreement, in substantially the form annexed hereto as Exhibit B, and a letter agreement executed in favor of CIT by each of the Guarantors, by the Parent, as pledgor under the case may beStock Pledge Agreement, and by the Trademark Affiliate, as party to the Trademark Agreement, in substantially the form annexed hereto as Exhibit C. (B) CIT shall have received a Certificate of the Secretary of the Borrower relating to the adoption of the resolutions of the Board of Directors of the Borrower, approving this Amendment, and a Solvency Certificate from the chief financial officer of the Parent and the Borrower; (iiC) after making Upon the Credit Extensions requested on such Credit Dateeffectiveness of this Amendment, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the all representations and warranties contained herein and set forth in the other Loan Documents Credit Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on effective date hereof, and as no Event of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event Default shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; andcontinuing; (vD) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of No event or development shall have occurred since the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day delivery to CIT of the most recent Fiscal Quarter for which financial statements are available of the Parent and its Subsidiaries which event or development has had or is reasonably likely to have a Material Adverse Effect; (E) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to CIT and its counsel; (F) CIT shall have received payment for its own account of a closing fee in the amount of $250,000, which shall be payable in cash and which, when paid, shall be deemed to be fully earned and non-refundable; (G) The Redemption shall have been consummated in accordance with the terms of the agreement described in the definition of such term, all of the conditions precedent to its effectiveness shall have occurred, and CIT and its counsel shall have received and reviewed to their satisfaction true and correct copies all of material documents and agreements executed or delivered in connection with the Redemption; (H) CIT shall have received and reviewed to its satisfaction an appraisal of the trademarks and other intellectual property of the Trademark Affiliate; and (I) CIT shall have received a legal opinion from the firm of Parker Chapin Flattau & Klimpl, LLP, in form and substance satisfactorx xx XXX xxx its counsel, and such further agreements, consents, instruments and documents as if may be necessary or proper in the financial covenant is in effect)reasonable opinion of CIT and its counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent. (a) The obligation obligations of Purchaser to effect each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are transaction contemplated hereby shall be subject to the satisfaction, or waiver in accordance with Section 10.05, each of the following conditions precedentconditions: (i) the Administrative Agent delivery of good, marketable title to the Property, such that the Title Company is prepared to issue the Title Policy to Purchaser at its ordinary rates, free and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beclear of Liens other than Permitted Exceptions; (ii) after making the Credit Extensions requested on such Credit Date, receipt by Purchaser of the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectFranchisor Approval; (iii) as of such Credit Date, the representations and warranties of Seller contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties this Agreement shall have been true and correct in all material respects on the date such representations and as of such earlier date; providedwarranties were made, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty and shall be true and correct in all material respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Closing Date will not constitute the failure as if made at and as of this condition precedent with respect to the Credit Date occurring on the Restatement Datesuch date; (iv) as Purchaser shall have obtained a binding Loan Commitment and the lender providing such financing shall be in a position to close the loan. (v) each obligation of such Credit Seller contained in this Agreement shall have been duly performed by it on or before the Closing Date, no event and Seller shall not have occurred and be continuing or would result from the consummation materially breached any of the applicable Credit Extension that would constitute a Default or an Event of Defaultits covenants contained herein; and (vvi) if pro forma for such Credit Extensionconcurrently with the Closing, Seller, directly, shall have executed and delivered to Purchaser the Revolving Exposure (calculated as set forth in documents required to be delivered pursuant to Section 6.07) 3.3(a). In the event the foregoing conditions precedent have not been materially satisfied as of the Closing, Purchaser may either: (a) waive such conditions precedent and proceed to Closing in accordance with the terms and provisions hereof; (b) terminate this Agreement, and upon such termination, Purchaser shall receive a return of the Deposit and all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein, or (c) extend the date for Closing beyond the Closing Date, on a schedule acceptable to Purchaser, in Purchaser’s reasonable discretion (and if the applicable conditions precedent have not been materially satisfied as of such Credit Extension is extended Closing Date, Purchaser shall once again have the rights and obligations described in excess the immediately preceding (a) and (b)). (b) The obligations of 25% Seller to effect the transactions contemplated hereby shall be subject to the following conditions: (i) the representations and warranties of Purchaser contained in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (ii) each obligation of Purchaser contained in this Agreement shall have been duly performed by it on or before the Closing Date, and Purchaser shall not have breached any of its covenants contained herein; and (iii) concurrently with the Closing, Purchaser, directly, shall have executed and delivered the documents required to be delivered by it pursuant to Section 3.3(b). Any or all of the aggregate Revolving Commitmentsforegoing conditions in subparagraph (b) above may be waived by a Seller in its sole and absolute discretion, but only with respect to the Borrower shall be interests in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Property being contributed by Seller.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement ClosingRestatement Effective Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effectmaterial adverse effect, such representation or warranty shall be true and correct in all respects respects; and provided further that the failure of in connection with any representation or warranty Limited Condition Acquisition, customary “SunGard” limitations with respect to the Target (other than the Specified Representations representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datewarranties shall apply; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for on or before the date of issuance of any Letter of Credit, the Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or the Required Lenders, such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. (a) The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: precedent must be met before each Loan is made hereunder: (i) the Administrative Agent and the Revolving Administrative Agent No event, condition or change that has had, or could reasonably be expected to have, a Material Adverse Effect shall have received a fully executed and delivered Borrowing Notice or Issuance Noticeexist, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein in this Loan Agreement and in the other Loan Documents Other Agreements shall be true and correct in all material respects on and as of the date of such Loan (provided, that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate which speak to an earlier another date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure as of such date; provided, further, that, any representation or and warranty with respect to that is qualified by materiality in the Target (other than the Specified Representations and Company Representations) to text thereof shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates), (iii) As of the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as date of such Credit DateLoan, no event Default or Event of Default shall have occurred and be continuing exist or would result from the consummation making of such Loan, and (iv) Such additional documents and information as Lender may reasonably request from Borrower from time to time. (b) In addition, the following conditions precedent must be met before the initial Loan is made hereunder: (i) Payment of all fees required under this Loan Agreement or the Other Agreements, (ii) Receipt by Lender of satisfactory release documents from all conflicting secured creditors (other than holders of Permitted Liens), (iii) Receipt by Lender of appropriate filings and other means of perfecting its security interest in the Collateral, including, but not limited to, specific assignments of Collateral consisting of instruments or evidenced by titles, (iv) Lender shall have received copies of the applicable Credit Extension that would constitute a Default or an Event certificates and evidences of Default; and insurance contemplated under Section 5.6 and the Financials described in Section 7.3, (v) if pro forma for Receipt by Lender of such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as proof of free and clear ownership of the date Collateral, as may be reasonably requested by Lender, (vi) Reserved, (vii) Delivery by Borrower of a reasonably satisfactory landlord waiver duly executed and delivered by Borrower’s Cambridge, Massachusetts landlord, (viii) Receipt by Lender of a Warrant to purchase 689,655 shares of Borrower’s Series C Preferred Stock at a purchase price of $0.58 per share in form and substance satisfactory to Lender (the “Warrant”), and (ix) Delivery by Borrower of a legal opinion of counsel to Borrower relating to this Loan Agreement and the Other Agreements in form and substance reasonably satisfactory to Lender. (c) The following conditions precedent must be met before the second Tranche is made hereunder: (i) Borrower shall have filed a registration statement of on S-1 for an initial public offering of its stock and is actively pursuing such Credit Extension stock offering thereunder, or (ii) is or making progress (as determined by Lender in excess of 25% of its sole discretion) toward the aggregate Revolving Commitmentsexecution of, the and funding under, a term sheet from a growth equity fund, inside investors or a pharmaceutical partner, in either case Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for seeking to raise a net amount not less than $20 million through such equity offering(s) and which financial statements are available (as if the financial covenant is in effect)transaction(s) would be expected to close and fund on or before April 30, 2014.

Conditions Precedent. The Except with respect to any Incremental Facility or Incremental Equivalent Debt (as applicable), the obligation of each Lender to make any LoanLoan (other than Revolving Loans converted pursuant to Section 2.3(c) or Swingline Loans) on any Credit Date (including the Closing Date), or the any LC Issuing Bank to issue issue, amend or extend any Letter of Credit, Credit on any Credit Date, Date (including the Restatement Closing Date, ) are subject to the satisfaction, satisfaction of the following conditions precedent (or waiver in accordance with Section 10.05, of the following conditions precedent:10.5): (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice And Certificate or Issuance NoticeNotice of LC Activity and Certificate, as the case may be, which shall include certifications that Borrowers have satisfied the conditions precedent in clauses (ii) through (viii) below as of the applicable Credit Date or Increased Amount Date; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties of the Credit Parties (including those made on behalf of the Restricted Subsidiaries pursuant to Section 5.10) contained herein and in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall have been true and correct in all respects) on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute either a Default or an Event of Default; andDefault under this Agreement; (v) if pro forma for such Credit Extensionon or before the date of issuance, the Revolving Exposure amendment or extension of any Letter of Credit, Administrative Agent shall have received all other information required under Section 2.3; (calculated as set forth in Section 6.07vi) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving CommitmentsDate, the Borrower Borrowers shall be in compliance with the financial covenant set forth Leverage Ratio and Interest Coverage Ratio requirements described in Section 6.07 as 6.6 for the immediately preceding Measurement Period; (vii) since December 31, 2013, no event, circumstance or change has occurred that has caused or could reasonably be expected to result in a Material Adverse Effect; and (viii) neither Administrative Agent nor any Lender shall have received any order or demand in respect of a Borrower under Section 224(1.1) of the last day ITA or Section 317 of the most recent Fiscal Quarter for which financial statements are available Excise Tax Act (as if the financial covenant is in effect)Canada) or any similar federal, state, provincial or local legislation.

Conditions Precedent. 6.1. Conditions to the Obligation of the Purchasers to Consummate the Closing. The obligation several obligations of each Lender Purchaser to make any Loan, or consummate the Issuing Bank transactions to issue any Letter of Credit, on any Credit Date, including be consummated at the Restatement Date, Closing are subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of the following conditions precedent:precedent set forth in this Section 6.1. (ia) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein and in of the other Loan Documents Company shall be true and correct in all material respects on and as of that Credit the Closing Date to with the same extent force and effect as though made on and as of the Closing Date (it being understood and agreed by each Purchaser that date, except to the extent such representations and warranties specifically relate to an earlier datefor purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which case is qualified by application thereto by a Material Adverse Effect standard, such representations representation and warranties shall have been warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects on and or (iii) which is made as of such earlier a specific date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or and warranty shall need be true and correct only as of such specific date). (b) The Company shall have performed in all material respects all obligations and provided further conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (c) Each Purchaser shall have received a certificate, dated the Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the failure conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) Each Purchaser shall have received from the Company's counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, an opinion in form and substance reasonably satisfactory to the Purchasers. (e) There shall not have been any Material Adverse Change since the Announcement Date. (f) All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers and the Purchasers shall have received all such counterpart originals or certified or other copies of any representation or warranty such documents as it may reasonably request. (g) The Company and the Collateral Agent, on behalf of the Purchasers, and the Purchasers with respect to Articles X and XI thereof, shall have entered into the Target Pledge and Security Agreement. (other than h) The Collateral Agent, on behalf of the Specified Representations Purchasers, SVB, the Company and Company Representationsthe Guaranteeing Subsidiaries shall have entered into the Intercreditor Agreement and all consents identified in Section 6.1(h) to be true of the Disclosure Schedule shall have been obtained, including all consents and correct waivers required from SVB in connection with the transactions contemplated in the Loan Documents. (i) All UCC filings and filings shall have been made in the United States Patent and Trademark Office in connection with the creation and perfection of the security interests in and Liens on the Restatement Date will not constitute the failure of this condition precedent with respect Collateral granted pursuant to the Credit Date occurring on the Restatement Date;Loan Documents. (ivj) as of such Credit DateTo the extent the Company and the Purchasers agree is reasonably required, no event the waiting period under the HSR Act shall have occurred and be continuing expired or would result from the consummation notice of early termination of the applicable Credit Extension that would constitute a Default or an Event of Default; andwaiting period shall have been received by the Company and the Purchasers. (vk) if pro forma Neither the purchase of and payment for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as Notes nor any of the date of such Credit Extension is in excess of 25% of transactions contemplated by the aggregate Revolving Commitments, the Borrower Exchange shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)prohibited or enjoined by any law, court order or government regulation.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Date, are Date is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) the Administrative Agent, Paying Agent, Custodian, each Class A Managing Agent and the each Class B Revolving Administrative Agent Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Class A Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Class A Borrowing Base and the Total Obligations Utilization of U.S. Class B Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectClass B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; , provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct a Replacement Borrowing Base Certificate has been delivered in all respects and provided further that the failure of any representation or warranty substitute thereof in accordance with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateSection 2.1(d)(ii); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event shall have occurred; and (vvii) if pro forma for in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the Permitted Discretion of such Credit Extension Agent or Requisite Lenders such request is in excess of 25% of warranted under the aggregate Revolving Commitmentscircumstances. Notwithstanding anything contained herein to the contrary, the Borrower Paying Agent shall not be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. 13.1 The following are conditions precedent to the obligation of each Lender the Underwriters to make any Loanclose the transaction contemplated by this Agreement, which conditions the Partnership covenants to exercise its best efforts to have fulfilled at or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject prior to the satisfaction, Closing Time and the Over-Allotment Option Closing Time (if applicable) and which conditions may be waived in writing in whole or waiver in accordance with Section 10.05, of part by the following conditions precedentUnderwriters: (ia) the Administrative Agent Units and the Revolving Administrative Agent Additional Units shall have received a fully executed attributes substantially as set forth in the Disclosure Package, the U.S. Prospectus and delivered Borrowing Notice or Issuance Notice, as the case may beSupplemented Canadian Prospectus; (iib) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties of the Partnership contained herein and in the other Loan Documents this Agreement shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, (except to the extent such representations and warranties specifically relate that are subject to an earlier datea materiality qualification, which shall be true and correct in which case such all respects) as at the Closing Time (or the Over-Allotment Option Closing Time, as applicable) under the same force and effect as if made as at the Closing Time (or Over-Allotment Option Closing Time, as applicable) after giving effect to the transactions contemplated herein (except for representations and warranties that by their express terms are made as of a specific date) and the Partnership shall have complied in all material respects, with all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time (or the Over-Allotment Option Closing Time, as applicable); (c) at the Closing Time and the Over-Allotment Option Closing Time (if applicable), the Partnership shall have delivered to the Underwriters a certificate, dated the Closing Date or the Over-Allotment Option Closing Date, as applicable, signed on behalf of the Partnership by any two of its officers satisfactory to the Underwriters, acting reasonably, and certifying that: (i) except as disclosed in or contemplated by the Disclosure Package, the U.S. Prospectus and the Supplemented Canadian Prospectus, or any amendments thereto: (A) there has been, since December 31, 2012 and prior to the Closing Time (or the Over-Allotment Option Closing Time, as applicable), no material change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Partnership on a consolidated basis; and (B) no transaction other than those in the ordinary course of business, which is of a nature material to the Partnership on a consolidated basis has been entered into, directly or indirectly, by the Partnership since December 31, 2012; (ii) no order, ruling or determination (excluding temporary trading halts for the dissemination of information) having the effect of ceasing or suspending trading in any securities of the Partnership has been issued in the United States or any of the Qualifying Jurisdictions and, to the Partnership’s knowledge, no proceedings for such purpose are pending, contemplated or threatened; (iii) the representations and warranties of the Partnership contained herein are true and correct in all material respects on as of the Closing Time (or the Over-Allotment Option Closing Time, as applicable), with the same force and effect as if made at and as of such earlier datethe Closing Time (or the Over-Allotment Option Closing Time, as applicable); provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;and (iv) the Partnership has complied with all terms and conditions of this Agreement to be complied with by the Partnership at or prior to the Closing Time (or the Over-Allotment Option Closing Time, as applicable), and all such matters shall in fact be true at the Closing Time (or the Over-Allotment Option Closing Time, as applicable); (d) the Underwriters shall have received evidence satisfactory to them, acting reasonably, that the Units have been conditionally approved for listing on the TSX and the NYSE; (e) the Underwriters shall have received at the Closing Time (or the Over-Allotment Option Closing Time, as applicable) the letters of the auditors of the Partnership updating each long-form “comfort letter” referred to in Section 6.1 to a date not more than two business days prior to the date of such Credit letter, such letters to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (f) at the Closing Time (or the Over-Allotment Option Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion, dated the Closing Date or the Over-Allotment Option Closing Date, no event as applicable, on behalf of the Partnership from Torys LLP addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters. In connection with such opinion, Torys LLP may rely on the opinions of local counsel acceptable to counsel to the Underwriters, as to form, substance and choice of counsel, acting reasonably, as to matters governed by laws of jurisdictions other than the laws of the Province of Ontario, the Province of Alberta, the laws of the State of New York and the federal laws of the United States, and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of the Partnership, and others; (g) at the Closing Time (or the Over-Allotment Option Closing Time, as applicable), the Underwriters shall have occurred received a 10b-5 negative assurance letter from Torys LLP, the Partnership’s U.S. legal counsel, addressed to the Underwriters, in form and be continuing content acceptable to the Underwriters, acting reasonably; (h) at the Closing Time (or would result from the consummation Over-Allotment Option Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion, dated the Closing Date or the Over-Allotment Option Closing Date, as applicable, on behalf of the Partnership from Xxxxxxx (Bermuda) Limited addressed to the Underwriters with respect to such matters as may reasonably be requested by the Underwriters; (i) at the Closing Time (or the Over-Allotment Option Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion, dated the Closing Date or the Over-Allotment Option Closing Date, as applicable, on behalf of the Partnership from K&L Gates LLP, addressed to the Underwriters with respect to such matters as may reasonably be requested by the Underwriters; (j) at the Closing Time (or the Over-Allotment Option Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date or the Over-Allotment Option Closing Date, as applicable, from their U.S. counsel, Milbank, Tweed, Xxxxxx & XxXxxx LLP, and a favorable legal opinion of their Canadian counsel, Goodmans LLP, with respect to such matters as the Underwriters may reasonably request; (k) at the Closing Time (or the Over-Allotment Option Closing Time, as applicable), the Underwriters shall have received the appropriate legal opinions, dated the Closing Date or the Over-Allotment Option Closing Date, as applicable, addressed to the Underwriters and their counsel, as to compliance with the laws of Québec relating to the use of the French language, which required opinions shall be in form and substance satisfactory to the Underwriters’ counsel, acting reasonably; (l) at the Closing Time (or the Over-Allotment Option Closing Time, as applicable), the Partnership shall have delivered evidence that the Partnership is a “reporting issuer” and is not listed as in default of any requirements of the Canadian Securities Laws, or its equivalent, in each of the Qualifying Jurisdictions; (m) the U.S. Prospectus shall have been timely filed with the SEC in accordance with Section 3.4(a); the Partnership shall have complied with all filing requirements applicable Credit Extension that would constitute to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the U.S. Registration Statement or preventing or suspending the use of the U.S. Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the SEC; and any request of the SEC for inclusion of additional information in the U.S. Registration Statement or the U.S. Prospectus or otherwise shall have been complied with; if the Partnership has elected to rely upon Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; (n) at the date of this Agreement, the Underwriters shall have received an agreement substantially in the form of Exhibit A hereto signed by Brookfield Renewable Power Inc.; (o) at or prior to the Closing Time, the Partnership shall have entered into a Default binding subscription agreement with BAM pursuant to which BAM shall have agreed to purchase, at the Closing Time, Units at a purchase price per Unit equal to the Offering Price (net of commissions) and the sale of such Units shall have been completed at or an Event of Defaultprior to the Closing Time; and (vp) on or prior to the Closing Time or the Over-Allotment Option Closing Time (if pro forma for such Credit Extensionapplicable), the Revolving Exposure (calculated Partnership shall have furnished to the Underwriters such further certificates and documents as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Representatives may reasonably request.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, Each of the following shall be the only conditions precedentprecedent to the making of an Incremental Term Loan and establishment of any Incremental Revolving Credit Commitment: (i) The Borrower shall deliver to the Administrative Agent a certificate of the Borrower, dated as of the Increase Effective Date (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower and certifying the attachment of the resolutions adopted by each Loan Party, if any, approving or consenting to such Incremental Term Loan and, if applicable, Incremental Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance NoticeCredit Commitment or, as applicable, the case may be;guaranty of the Obligations of the Borrower in respect thereof. (ii) after making Each of the Credit Extensions requested on such Credit Dateconditions precedent set forth in Sections 5.2(a) – (c) shall be satisfied; provided, that, with respect to any Incremental Term Loan the purpose of which is to finance a Limited Condition Transaction, or if the Required Lenders otherwise consent, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then condition precedent in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iiiSection 5.2(a) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be satisfied if the Specified Representations and customary “specified acquisition agreement representations” are true and correct in all material respects on and as respects. (iii) Except with respect to any Incremental Term Loan the purpose of that Credit Date which is to finance a Limited Condition Transaction, the Borrower shall demonstrate to the same extent as though made reasonable satisfaction of the Administrative Agent (including by delivery of the Compliance Certificate contemplated by clause (iv) immediately below) that the Consolidated Leverage Ratio on and as a Pro Forma Basis, determined at the time of that date, except incurrence on the basis of the financial statements most recently required to be delivered to the extent Administrative Agent pursuant to Section 6.1(a) or (b), as the case may be (and assuming in the case of any Incremental Revolving Credit Commitment, that any such representations Incremental Revolving Credit Commitments are drawn in full and warranties specifically relate excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments) and after giving effect to an earlier dateany Permitted Acquisition consummated in connection therewith, in which case such representations and warranties the shall be no greater than the maximum Consolidated Leverage Ratio required by Section 7.1(b) to have been true and correct in all material respects on and observed as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;day. (iv) as of such Credit Date, no event The Borrower shall have occurred delivered to the Administrative Agent a Compliance Certificate certifying as to compliance with the requirements of clauses (ii) and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and(iii) above, together with all reasonably detailed calculations evidencing compliance with clause (iii) above. (v) The Borrower shall (x) deliver to any Lender providing any portion of any such newly requested Incremental Term Loan or Incremental Revolving Credit Commitment any new or replacement Notes requested by such Lender, and (y) have executed any amendments to this Agreement and the other Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Borrower in consultation with the Administrative Agent to (i) effectuate the provisions of this Section 2.24, including, if pro forma applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the UCC or other applicable law to secure the Obligations in respect of such Incremental Term Loans and, if applicable, Incremental Revolving Credit Commitments and (ii) at the election of the Borrower, to the extent practicable, to make an Incremental Term Loan fungible (including for Tax purposes) with other Term Loans. (vi) The Borrower shall have paid to the Administrative Agent any fees (including any upfront fees) required to be paid pursuant to the terms of any fee letter in connection with such Incremental Term Loan and, if applicable, Incremental Revolving Credit ExtensionCommitment and shall have paid to any Lender any fees required to be paid to such Lender in connection with such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment. (vii) Solely in connection with any such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment that is being requested by the Borrower for the sole purpose of financing the consideration payable by the Borrower in connection with a Permitted Acquisition undertaken from and after the Restatement Date and except with respect to any Limited Condition Transaction, the Revolving Exposure (calculated as Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent that the Borrower has complied with all requirements set forth in Section 6.077.7(m) as of the date of with respect to such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Permitted Acquisition.

Conditions Precedent. The obligation of each Lender to make any Loan, or Term Loan on the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.05SECTION 10.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit the Closing Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;41 CREDIT AND GUARANTY AGREEMENT (iviii) as of such Credit the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (viv) if pro forma for such Credit Extensionthe Chief Financial Officer of the Company shall have delivered an Officer's Certificate representing and warranting and otherwise demonstrating to the satisfaction of Agent that, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of Closing Date, Company reasonably expects, after giving effect to the aggregate Revolving Commitmentsproposed borrowing and based upon good faith determinations and projections consistent with the Financial Plan, the Borrower shall to be in compliance with the all operating and financial covenant covenants set forth in Section 6.07 this Agreement as of the last day of the most recent each Fiscal Quarter for which financial statements are available (as if ending prior to the financial covenant Term Loan Maturity Date. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is in effect)warranted under the circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject In addition to the satisfactionforegoing terms, or waiver in accordance with Section 10.05, of the Definitive Agreement will contain the following conditions precedentprecedent to Closing: (i) the Administrative Agent documents to be entered into in connection with the Business Combination shall be mutually acceptable in form and substance to the Parties, acting reasonably, and shall be consistent with the terms in this Letter of Agreement (such documents, including the Definitive Agreement and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance NoticePMSA, as collectively the case may be“Transaction Documents”); (ii) after making all governmental, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which the Credit Extensions requested on such Credit DateParties shall consider necessary in order to enter into the Definitive Agreement and not otherwise specifically described in this Letter of Agreement shall have been obtained in form satisfactory to the Parties, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectacting reasonably; (iii) as As of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties Target shall have been true and correct in all material respects no liens of encumbrances on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateBXXX Development Projects; (iv) Target shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K (the “Target Audit”), which shall be performed by an accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB) at the election and expense of the Company; (v) If the Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial statements for the period ended March 31, 2023 as provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial condition of Target as of their respective dates and for the periods involved, and such Credit statements shall be prepared in accordance with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form 8-K; (vi) The Board of Directors of BTTC shall have approved the Definitive Agreement in accordance with its obligations under the Delaware General Corporation Law; (vii) At the Closing Date, no event BTTC shall be current on all of its filings with the OTC Markets Group, Inc. OTCQB tier (the “OTC Markets”), including, but not limited to the filing of an Annual Report for the period ended December 31, 2023 and the annual Attorney Letter for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant in all material respects with the OTC Markets rules and regulations; (viii) At the Closing Date, all reports, schedules, forms, statements, and other documents required to be filed by BTTC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Closing Date (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) shall have been filed on a timely basis or BTTC shall have received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension; (ix) The Parties shall have performed, in all material respects, all of their obligations under the Definitive Agreement. All of the statements, representations, and warranties contained in the Definitive Agreement shall be complete and true in all material respects; (x) No material adverse changes shall have occurred in the business, properties, and assets of Target including the Development Projects; (xi) Target and BTTC shall have filed all required franchise tax reports and federal income tax returns for the period ended December 31, 2023; (xii) The Common Stock shall be continuing or would result from a participant in the consummation Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program DTC eligible; (xiii) The Common Stock shall be quoted on the OTCQB tier of the OTC Markets and there shall have been no notice of delisting or threat thereof with respect to the BTTC Common Stock. BTTC shall have paid all applicable Credit Extension that would constitute a Default or an Event of DefaultOTC Market fees; and (vxiv) if pro forma BLD shall have entered into one or more Supply Agreements that provide for such Credit Extension, the Revolving Exposure supply of batteries with a total capacity of at least 250 megawatts (calculated as set forth in Section 6.07MW) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)and 1000 megawatt-hours.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Date, are Date is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of any condition set forth in the Undertakings Agreement and the following conditions precedent: (i) the Administrative Agent, Paying Agent, Custodian, each Class A Managing Agent and the Revolving Administrative Class B Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Class A Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Class A Borrowing Base and the Total Obligations Utilization of U.S. Class B Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectClass B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; , provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct a Replacement Borrowing Base Certificate has been delivered in all respects and provided further that the failure of any representation or warranty substitute thereof in accordance with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateSection 2.1(d)(ii); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if the Administrative Agent, Paying Agent, each Class A Managing Agent and the Class B Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the Permitted Discretion of such Credit Extension Agent or Requisite Lenders such request is in excess of 25% of warranted under the aggregate Revolving Commitmentscircumstances. Notwithstanding anything contained herein to the contrary, the Borrower Paying Agent shall not be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation effectiveness of each this Amendment and the obligations of Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, hereunder are subject to the satisfaction, or waiver in accordance with Section 10.05by Lender, of the following conditions precedentprecedent on or before the date hereof in addition to the conditions precedent specified in Section 3.02 of the Loan Agreement: (i) the Administrative Agent and the Revolving Administrative Agent A. Borrower shall have received paid and/or reimbursed all fees, costs and expenses relating to this Amendment and owed to Lender pursuant to the Loan Agreement, if so requested by Lender; and B. Borrower shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of this Amendment to Lender. C. The following statements shall be true and correct and Borrower, by executing and delivering this Amendment to Lender, hereby certifies that the following statements are true and correct as of the date hereof: i. Other than as expressly contemplated by this Amendment, since the date of the most recent financial statements furnished by Borrower to Lender (which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Loan Agreement for such financial statements), there shall have been no change which has had or will have a fully executed and delivered Borrowing Notice material adverse effect on the business, operations, properties, condition (financial or Issuance Notice, as the case may beotherwise) or prospects of Borrower; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the . The representations and warranties contained herein and of Borrower set forth in the other Loan Documents shall be Agreement and of Borrower set forth in this Amendment are true and correct in all material respects on and as of that Credit Date to the date of this Amendment with the same extent effect as though made on and as of that such date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Dateiii. After giving effect to this Amendment, no event shall have Default or Event of Default has occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultis continuing; and (v) if pro forma for such Credit Extensioniv. No consents, the Revolving Exposure (calculated as set forth licenses or approvals are required in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance connection with the financial covenant set forth in Section 6.07 as execution, delivery and performance by Borrower of this Amendment or the last day validity or enforceability against Borrower of the most recent Fiscal Quarter for this Amendment which financial statements are available (as if the financial covenant is in effect)have not been obtained and delivered to Lender.

Conditions Precedent. 8.01 The obligation of each Lender the Institution to make any Loan, or pay the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Cost Price shall be subject to the satisfaction, or waiver receipt by the Institution (in accordance with Section 10.05, of form and substance acceptable to the following conditions precedentInstitution) at least Business Days prior to the Value Date of: (i) the Administrative Agent Documentary evidence that: (a) This Agreement and the Revolving Administrative Agent shall Agency Agreement (should the Institution appoint the Client as its Agent) have received a fully been executed and delivered Borrowing Notice by the Client; (b) The Client’s representatives are duly empowered to sign the Principal Documents for and on behalf of the Client and to enter into the covenants and undertakings set out herein or Issuance Notice, which arise as a consequence of the case may beClient entering into the Principal Documents; (c) The Client has taken all necessary steps and executed all documents required under or pursuant to the Principal Documents or any documents creating or evidencing the Security in favour of the Institution and has perfected the Security as required by the Institution. (ii) after making Certified copy of the Credit Extensions requested on such Credit Date, Memorandum and Articles of Association of the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect;Client. (iii) as Certified copies of such Credit Date, the representations and warranties contained herein and in Client’s audited financial statements for the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;last years (iv) The Purchase Requisition. 8.02 The obligation of the Institution to pay the Cost Price on the Value Date shall be further subject to the fulfillment of the following conditions (as shall be determined by the Institution in its sole discretion): (a) The payment of Cost Price by the Institution to the Supplier on the Value Date shall not result in any breach of any law or existing agreement; (b) The Security has been validly created, perfected and is subsisting in terms of this Agreement; (c) The Institution has received such Credit Dateother documents as it may reasonably require in respect of the payment of the Cost Price; (d) No event or circumstance which constitutes or which with the giving of notice or lapse of time or both, no event would constitute an Event of Default shall have occurred and be continuing or would result from is likely to occur and that the consummation payment of the applicable Credit Extension that would constitute a Default or an Cost Price shall not result in the occurrence of any Event of Default; and; (ve) if pro forma Delivery by the Client to the Institution of a true and complete extract of all relevant parts of the minutes of a duly convened meeting of its Board of Directors approving the Principal Documents and granting the necessary authorizations for such Credit Extensionentering into, execution and delivery of the Revolving Exposure Principal Documents which shall be duly signed and certified by the person authorized by the Board for this purpose; (calculated as f) All fees, commission, expenses required to be paid by the Client to the Institution have been received by the Institution. 8.03 Any condition precedent set forth in Section 6.07) as this Clause 8 may be waived and or modified by the mutual written consent of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)parties hereto.

Conditions Precedent. (a) The obligation effectiveness of this Agreement and the obligations of each Initial Incremental Term Loan Lender to make any Loan, or a Credit Extension of the Issuing Bank to issue any Letter of Credit, Incremental Term Loan on any Credit Date, including the Restatement Date, are Acquisition Closing Date shall be subject to the satisfaction, or waiver in accordance with Section 10.0511.05 of the Credit Agreement, of the following conditions precedenton or before the Acquisition Closing Date: (i) The Acquisition shall have been or shall substantially concurrently be, consummated in accordance with the Administrative Agent terms of the Acquisition Agreement " = "1" "" "" without giving effect to any amendment, change or supplement or waiver of any provision thereof in any manner that is materially adverse to the interests of the Lenders or the Lead Arrangers without the prior written consent of the Lead Arrangers (it being understood that any reduction of the purchase price in respect of the Acquisition will be materially adverse to the Lenders and the Revolving Administrative Agent shall have received Lead Arrangers, unless (x) such reduction is in the aggregate less than 10% of the purchase price payable on the date of the Acquisition Agreement and (y) there is a fully executed and delivered Borrowing Notice or Issuance Notice, as concurrent reduction in the case may be;aggregate principal amount of the commitments in respect of the Incremental Term Loan Commitment). (ii) after making As of the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Acquisition Closing Date, the representations and warranties contained herein in the Credit Agreement and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit the Acquisition Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided, further, that the only representations and warranties the accuracy of which shall be a condition to the initial availability of the Incremental Term Loan Commitment shall be the Acquisition Agreement Representations (as defined below) and the Specified Representations. (iii) Since the date of the Acquisition Agreement, there has not been or occurred any Seller Material Adverse Effect (as defined below). (iv) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Borrower. (v) The Administrative Agent shall have received (A) customary opinions of counsel to the Borrower and the Guarantors, (B) customary corporate resolutions and customary closing certificates, (C) all documents and instruments (including schedules to security documentation) required to create and perfect the Administrative Agent’s senior priority security interest in the Collateral shall have been executed and delivered by the Borrower and the Guarantors (or, where applicable, the Borrower and the Guarantors shall have authorized the filing of financing statements under the Uniform Commercial Code) and, if applicable, be in proper form for filing and (D) a Funding Notice in accordance with Section 6(a) hereof. (vi) The Lead Arrangers shall have received (i) audited consolidated balance sheets and related audited consolidated statements of operations, cash flows and shareholders’ equity of the Borrower as of and for each of the three fiscal years ending more than 60 days prior to the Acquisition Closing Date, accompanied by an unqualified report thereon by its independent registered public accountants, (ii) unaudited consolidated balance sheets and related unaudited consolidated statements of operations and cash flows as of and for each fiscal quarter (other than the fourth fiscal quarter) of the Borrower ending after the latest fiscal year for which financial statements have been delivered under " = "1" "" "" clause (i) and more than 40 days prior to the Acquisition Closing Date and for the corresponding periods of the prior fiscal year, all of which shall have been reviewed by the independent accountants for the Borrower as provided in Statement on Auditing Standards No. 100, (iii) audited and unaudited consolidated financial statements of the Acquired Business and all other recent, probable or pending acquisitions, as of and for such periods required by Rule 3-05 of Regulation S-X of the Securities Act of 1933, as amended (“Regulation S-X”), and solely to the extent any the Borrower will be required to file such representation financial statements pursuant to such Rule 3-05, regardless of the timing of such filing, and (iv) customary pro forma financial statements of the Borrower (a) as of and for the most recent fiscal year for which audited financial statements are required by clause (i) above and interim period required by clause (ii) above, and (b) other than a fiscal year end, for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ending more than 40 days prior to the Acquisition Closing Date, in each case giving effect to the Transaction and all other recent, probable or warranty is already qualified pending acquisitions. Such pro forma financial statements need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting (including adjustments of the type contemplated by materiality Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (vii) The Lead Arrangers shall have received: (A) the Project Le Cose Financial Model, dated as of April 11, 2016, (B) the confidential information memorandum relating to the sale of the Acquired Business, (C) management accounts of the Acquired Business and (D) a quality of earnings report prepared by Pricewaterhouse Coopers, dated as of April 27, 2016. (viii) All fees due to the Administrative Agent, the Lead Arrangers and the Lenders to be paid in connection with the Incremental Term Loan, and all expenses to be paid or Material Adverse Effectreimbursed to the Administrative Agent and the Lead Arrangers that have been invoiced at least two Business Days prior to the Acquisition Closing Date, such representation or warranty shall be true have been paid, in each case, from the proceeds of the initial funding under the Incremental Term Loan. (ix) So long as requested at least ten Business Days prior to the Acquisition Closing Date, the Administrative Agent shall have received, at least three Business Days prior to the Acquisition Closing Date, all documentation and correct in all respects and provided further that the failure of any representation or warranty other information with respect to the Target Borrower and the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act. (other than x) (A) As of the Specified Representations Acquisition Closing Date and Company Representations) to be true and correct on the Restatement Date will not constitute date of the failure Incurrence of this condition precedent with respect to the Incremental Term Loan, no Event of Default under Section 9.01(a), (f) or (g) of the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event Agreement shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07B) as of the date of such Credit Extension is the Acquisition Agreement, no Default or Event of Default shall have occurred and be continuing after giving pro forma effect to the Acquisition and the actions to be taken in excess of 25% connection therewith (including, without limitation, the incurrence of the aggregate Revolving CommitmentsIncremental Term Loan Commitment and the use of proceeds thereof) as if such Acquisition and other actions had occurred on such date. " = "1" "" "" (xi) As of the date of the Acquisition Agreement, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 Article 7 of the Credit Agreement as of the last day of the most recent recently ended Fiscal Quarter or Fiscal Year for which financial statements are available have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement after giving pro forma effect (in accordance with Section 1.02 of the Credit Agreement) to the Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the date of the Acquisition Agreement for which consolidated financial covenant is in effect)statements of the Borrower are available.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i1) the Administrative Agent and the Revolving Administrative Agent Lenders shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may berelating thereto; (ii2) after making the Credit Extensions requested on principal amount of the Loans to be made in such Credit Date, the Total Utilization of Canadian Revolving Commitments Extension shall not exceed the Canadian Revolving undrawn Commitments then in as at the related Credit Date; and, after giving effect and to such Credit Extension, the Total Obligations of U.S. Revolving Commitments shall Loan Amount does not exceed the U.S. Revolving Commitments then in effectlesser of (x) the Adjusted Maximum Facility Amount at such time and (y) the Borrowing Base Amount at such time; (iii3) as of such Credit Date, the representations and warranties contained herein and in the other Loan Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedprovided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that to the extent any such representation already are qualified or warranty is already qualified modified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datetext thereof; (iv4) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; (5) the Escrowed Assignment Agreement Documents for the relevant Collateral Obligations have been received (in the manner and to the extent provided in Section 6.7); and (v6) if pro forma for after the making of such Loan and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or the Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, circumstances and such information is requested from the Borrower shall be in compliance with writing (an “Additional Information Request”) no later than 5:00 p.m. (New York City time) on the financial covenant set forth in Section 6.07 as of date the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant applicable Funding Notice is in effect)received.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as (which on the case may be;Closing Date shall be satisfied by the execution and delivery of the Flow of Funds Agreement), (ii) after making as of the Credit Extensions requested on such Closing Date and each Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect with respect to Parent and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Dateits Subsidiaries, the representations and warranties contained herein and in the each other Loan Documents Document, certificate, or other writing delivered to Administrative Agent or any Lender pursuant hereto or thereto on or prior to the Closing Date shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and as of that Credit Date warranties shall be true and correct in all respects subject to such qualification) to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as of such earlier date; provided, that to the extent any such representation “materiality” or warranty is already qualified by materiality or “Material Adverse Effect” in the text thereof, such representation or warranty which representations and warranties shall be true and correct in all respects subject to such qualification) on and provided further that as of such earlier date, (iii) the failure of any representation or warranty with respect Loan Parties shall have paid all fees, costs, and expenses then payable by the Loan Parties pursuant to this Agreement and the Target (other than Loan Documents, including, without limitation, the Specified Representations Fee Letters, Section 2.10, and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;Section 10.02 hereof, and (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) if pro forma for such . Any Agent or Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Required Lender, such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Revolving Loan on any Credit Date, including if applicable the Restatement Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) the Administrative Agent, Paying Agent and the Revolving Administrative Agent Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; , provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.2(a)(iii) to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct a Replacement Borrowing Base Certificate has been delivered in all respects and provided further that the failure of any representation or warranty substitute thereof in accordance with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateSection 2.1(c)(ii); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit ExtensionDate, being transferred and delivered to Company pursuant to the Revolving Exposure (calculated as set forth Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in Section 6.07) as of its Permitted Discretion; and Notwithstanding anything contained herein to the date of such Credit Extension is in excess of 25% of contrary, neither the aggregate Revolving Commitments, Paying Agent nor the Borrower Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.04, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if since December 31, 2006, no event, circumstance or change shall have occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect; (vi) after giving pro forma for effect to the borrowings to be made on such Credit ExtensionDate and to any change in Consolidated Adjusted EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings, the Revolving Exposure (calculated as set forth in Section 6.07) of such Credit Date and as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentsmost recent financial statements delivered pursuant to Section 5.01(a) or (c), the Borrower Borrowers shall be in compliance with each of the financial covenant covenants set forth in Section 6.07 6.08; provided that this clause (vi) shall not apply to borrowings under the Revolving Commitments; and (vii) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or Requisite Lenders shall be entitled, but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the last day foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date occurring after the Interim Facility Effective Date, including the Restatement Date, are is subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as accompanied by the case may becertificates specified in Section 2.1(c)(ii); (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the each other Loan Documents Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Credit Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the context thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as of such earlier date; provided, that to the extent any such representation “materiality” or warranty is already qualified by materiality or “Material Adverse Effect” in the context thereof, such representation or warranty which representations and warranties shall be true and correct in all respects subject to such qualification) on and provided further that the failure as of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datesuch earlier date; (iviii) as of such Credit Date, no event Event of Default or Default shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default Extension; (iv) the Loan Parties shall have paid (or an Event shall pay concurrently with the funding of Defaultthe Loans on such Credit Date) all fees, costs and expenses then payable by the Loan Parties pursuant to this Agreement and the other Loan Documents, including, without limitation, the Fee Letter, Section 2.10, and, to the extent invoiced, Section 11.2 hereof (including the fees and expenses of counsel to the Agents and the advisors to the Lenders); and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date making of such Credit Extension is in excess of 25% of the aggregate Revolving CommitmentsLoan shall not contravene any law, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)rule or regulation applicable to any Agent or any Lender.

Conditions Precedent. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, or and of the Issuing Bank to issue issue, amend, renew or extend any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are is subject to the satisfaction, satisfaction (or waiver in accordance with Section 10.05, 10.5) of the following conditions precedent: (i) the Administrative Agent and and, in the Revolving Administrative Agent case of any issuance, amendment, renewal or extension of any Letter of Credit, the Issuing Bank shall have received a fully completed and executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained of the Credit Parties set forth herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that such Credit Date to the same extent as though made on and as of that datesuch Credit Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedprovided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that to the extent any such representation already are qualified or warranty is already qualified modified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datetext thereof; (iviii) as at the time of and immediately after giving effect to such Credit DateExtension, no event Default or Event of Default shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extensioncontinuing, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, and the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 6.07 6.7(b) as of the last day of the most recent Fiscal Quarter for which financial statements are available shall have been delivered pursuant to Section 5.1 (or, prior to the delivery of any such financial statements, the Fiscal Quarter ended March 31, 2010), giving effect to such Credit Event and the application of any proceeds thereof as if such Credit Event had occurred on the financial covenant is first day of the relevant period; (iv) in effectthe case of any issuance, amendment, renewal or extension of any Letter of Credit, the Administrative Agent and the Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. On the date of any Credit Extension, the Borrower shall be deemed to have represented and warranted that the conditions specified in this Section 3.2 have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.4(a).

Conditions Precedent. The obligation of each the Lender to make any Revolving Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate two (2) Business Days prior to such Credit Date, as evidencing sufficient Revolving Availability with respect to the case may berequested Revolving Loan; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments as of such Credit Date shall not exceed the Canadian lesser of (A) the Revolving Commitments then in effect and (B) the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrowing Base; (iii) as of such Credit Date, the representations and warranties made by each of the Credit Parties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, after giving effect to such Revolving Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, after giving effect to such Revolving Loan, the Spread Account is fully funded at the Required Spread Account Amount; (vi) as of such Credit Date, the Collateral Agent shall have received satisfactory evidence of the valid transfer of the Eligible Receivables comprising the Borrowing Base to the Borrower; and (vvii) if pro forma for such in accordance with the terms of the Custodial Agreement, the Borrower has delivered, or caused to be delivered, to the Custodian, the related Receivable File and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its sole discretion. Any Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation requirements set forth in this Section 15.3.2.1 constitute conditions precedent to the DB Contractor’s entitlement to request and receive a Change Order in all circumstances. The DB Contractor agrees that the filing of each Lender a PCO Xxxxxx and subsequent filing of a Request for Change Order (RCO) with the District pursuant to this Section are necessary in order to begin the administrative process for Contractor-requested Change Orders. The DB Contractor understands that it shall be forever barred from recovering against the District under Section 15 unless it gives notice of an act, or failure to act, by the District or any of its representatives, or the happening of an event, thing, or occurrence pursuant to a proper PCO Notice, and thereafter complies with the remaining requirements of this Section. The DB Contractor shall deliver to the District a PCO Notice stating that an event or situation has occurred and shall state whether it is entitled to additional time or money. The first notice shall be labeled “PCO No. 1,” and subsequent notices shall be numbered sequentially. Each PCO Notice shall be delivered as promptly as possible after the occurrence of such event or situation. If any PCO Notice is delivered later than 10 Days after the DB Contractor first discovered, or should have discovered in the exercise of reasonable prudence, the occurrence which is described therein, the DB Contractor shall be deemed to have waived the right to collect any and all costs incurred prior to the date of delivery of the PCO Notice and shall be deemed to have waived the right to see an extension of any Completion Deadline with respect to any delay in the Critical Path that accrued prior to the date of delivery of the written notice. Furthermore, if any PCO Notice concerns any condition or material described in Section 7.3, the DB Contractor shall be deemed to have waived the right to collect any and all costs incurred in connection therewith to the extent that the District is not afforded the opportunity to inspect such material or condition before it is disturbed. The DB Contractor’s failure to provide a PCO Notice within 10 Days after the DB Contractor first discovered, or should have discovered in the exercise of reasonable prudence, the occurrence of a given event or situation shall preclude the DB Contractor from any relief. A PCO Notice shall be deemed delivered only if it fully conforms to the requirements of Section 15. The PCO Notice shall (i) state in detail the facts underlying the potential Change Order, the reasons why the DB Contractor believes additional compensation or time will or may be due, and the date of occurrence; (ii) state in detail the basis that the work is not required by the Contract, if applicable; (iii) identify particular elements of Contract performance for which additional compensation may be sought under Section 15; (vi) identify any potential Critical Path impacts affecting a Completion Deadline; and (v) provide an estimate of the time within which a response to the notice is required to minimize cost, delay, or disruption of performance. Any adjustments made to the Contract shall not include increased costs or time extensions for delay resulting from the DB Contractor’s failure to provide requested additional information under this Section. The DB Contractor shall deliver all RCOs under Section 15 to the District within 30 Days after delivery of the PCO Notice. The District may require design and construction costs to be covered by separate Change Order requests. If the DB Contractor requests a time extension, then the District, in its sole discretion, may require the DB Contractor to provide two (2) alternative Change Order requests, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the original Completion Deadlines, as well as any additional costs permitted hereunder. The DB Contractor acknowledges and agrees that, due to the limited availability of funds for the Project, timely delivery of notification of such events, situations, RCOs, and updates thereto are of vital importance to the District. The District is relying on the DB Contractor to evaluate promptly upon the occurrence of any event or situation, whether the event or situation will affect schedule or costs and, if so, whether the DB Contractor believes a time extension and/or price increase is required hereunder. If an event or situation occurs that may affect the Contract Price or a Completion Deadline, the District will evaluate the situation and determine whether it wishes to make any Loanchanges to the definition of the Project to bring it within the District’s funding and time restraints. Before the DB Contractor submits any PCO Notice or a RCO to the District that is based in whole or in part on a request by a Subcontractor to the DB Contractor for a price increase or time extension under its Subcontract, the DB Contractor shall have reviewed all Claims by the Subcontractor that constitute the basis for the RCO and determined in good faith that each such Claim is justified hereunder and that the DB Contractor is justified in requesting an increase in the Contract Price and/or change in Completion Deadlines in the amounts specified in the RCO. Each RCO involving Subcontractor Work shall include a sworn certification in a form acceptable to the District and signed by the DB Contractor’s Project Manager stating that the DB Contractor has investigated the basis for the Subcontractor’s Claims and has concluded that all such Claims are justified as to entitlement and the amount of money and/or time requested and has no reason to believe, and does not believe, that the factual basis for the Subcontractor’s Claim is falsely represented. Any RCO involving Subcontractor Work shall be considered incomplete if it is not accompanied by such certification. The District shall have 10 Days to investigate and respond to the DB Contractor’s PCO Notice or RCO. If the Issuing Bank District refuses to issue any Letter of Credit, a Change Order based on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit DateDB Contractor’s request, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).DB Contractor shall

Conditions Precedent. The obligation obligations of each the Lender to make any Loan, or fund the Issuing Bank to issue any Letter of Credit, Loan Amount shall not become effective until the date on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, which each of the following conditions precedent: is satisfied (i) or waived by the Administrative Agent Lender), and the Revolving Administrative Agent Parties agree that each of the following conditions precedent (“Conditions Precedent”) have been satisfied or waived. i. The Lender shall have received all fees and other amounts due and payable on or prior to the Closing, including, to the extent invoiced, reimbursement or payment for reasonable out-of-pocket expenses required to be reimbursed or paid by Bxxxxxxx, which shall not exceed $150,000. ii. The Lender shall have received a fully executed certificate of the secretary of Borrower setting forth (i) resolutions of the board of directors of Borrower (the “Board”) with respect to the authorization of the Borrower to execute and delivered Borrowing Notice deliver this Agreement, the Warrants (as defined below) and any additional agreement or Issuance Noticeinstrument contemplated thereby (the “Transaction Documents”), as the case may be; (ii) after making the Credit Extensions requested on such Credit Dateindividuals who are authorized to sign the Transaction Documents, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as specimen signatures of such Credit Dateauthorized individuals, and (iv) the articles of incorporation and bylaws of Borrower, in each case, certified as being true and complete. The Lender may conclusively rely on such certificate until the Lender receives notice in writing from Borrower to the contrary. iii. The Lender shall have received a certificate from the Chief Financial Officer of Borrower certifying (1) that the representations and warranties contained herein and of Borrower set forth in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be this Agreement are true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit the Effective Date, and (2) no event shall have has occurred and be continuing is continuing, or would result from the consummation loans to be made on the Effective Date from the Lender or from the application of the applicable Credit Extension proceeds therefrom, that would constitute a Default or constitutes an Event of Default; and. iv. The Lender shall have received (vi) if pro forma for a copy of a certificate of the Nevada Secretary of State with respect to the existence and good standing of Bxxxxxxx, and (ii) copies of certificates of the Texas Secretary of State and Maryland Secretary of State with respect to the existence, qualification (as applicable) and good standing of the applicable operating subsidiary of Borrower in each such Credit ExtensionState. v. The Lender shall have received the Warrants to Purchase Shares of Common Stock of Borrower, in substantially the Revolving Exposure form attached hereto as Exhibit B (calculated the “Warrant”), duly executed by Bxxxxxxx. vi. The Lender shall have received an opinion of Pxxxx Xxxxx Zedek Lxxxxx Bxxxxx LLP, in form and substance satisfactory to the Lender, as to such matters incident to this Agreement as the Lender may reasonably request. vii. Borrower shall have submitted a Listing Of Additional Shares Notification Form to The Nasdaq Capital Market with respect to the shares of Common Stock issuable upon conversion of the Outstanding Amount (as set forth in Section 6.072 below) as or upon any exercise of the date of such Credit Extension is in excess of 25% Warrant. viii. Each Party shall have received from each party counterparts of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as Transaction Documents duly signed on behalf of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)each party.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Initial Funding Date, are subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i1) the Administrative Agent and the Revolving Administrative Agent Lenders shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may berelating thereto; (ii2) after making the Credit Extensions requested on principal amount of the Loans to be made in such Credit Date, the Total Utilization of Canadian Revolving Commitments Extension shall not exceed the Canadian Revolving undrawn Commitments then in as at the related Credit Date; and, after giving effect and to such Credit Extension, the Total Obligations of U.S. Revolving Commitments Market Value Test shall not exceed the U.S. Revolving Commitments then in effectbe satisfied; (iii3) as of such Credit Date, the representations and warranties contained herein and in the other Loan Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedprovided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that to the extent any such representation already are qualified or warranty is already qualified modified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datetext thereof; (iv4) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v5) if pro forma for each of the other conditions set forth on Part 2 of Schedule C shall be satisfied as of such date. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or the Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. (a) The obligation obligations of each Lender the Operating Partnership to make any Loan, or effect the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are transactions contemplated hereby shall be subject to the satisfactionfollowing conditions (it being understood that, or waiver in accordance with Section 10.05, without limiting any of the following Contributor’s duties, covenants or obligations expressed elsewhere in this Agreement, the provisions of this Section 2.1(a) shall only be conditions precedent:to Closing and shall not independently create any additional covenants of the Contributor): (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties of each Contributor contained herein and in the other Loan Documents this Agreement shall be have been true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, (except to the extent for such representations and warranties specifically relate to an earlier datethat are qualified by materiality or “Material Adverse Effect” (which, in as used herein, means a material adverse effect on the assets, business, financial condition or results of operation of the applicable party or, if applicable, property), which case such representations and warranties shall have been true and correct in all material respects respects) on the date such representations and warranties were made and shall be true and correct in the manner described above on the Pre-Closing Date (as defined in Section 2.2 below) as if made at and as of such earlier date; provided; (ii) The obligations of the Contributor contained in this Agreement shall have been duly performed on or before the Pre-Closing Date and the Contributor shall not have breached any of its covenants contained herein in any material respect; (iii) The Contributor, that directly or through the Attorney-in-Fact (as defined in Section 6.1 below), shall have executed and delivered to the extent Operating Partnership the documents required to be delivered pursuant to Sections 2.3 and 2.4 hereof; (iv) The Contributor shall have delivered to the Operating Partnership any consents or approvals of any Governmental Entity (as defined in Exhibit C) or third parties (including, without limitation, any Lenders) set forth on Schedule 2.3 to the Disclosure Schedule (as defined in Section 3.3 below); (v) The Contributor shall have used commercially reasonable efforts to deliver to the Operating Partnership estoppel certificates from all tenants at the Property, including the tenants listed on Schedule 2.1(a)(v) (the “Required Tenant Estoppels”), which estoppels shall be substantially in the form of Exhibit E or otherwise in the form required under such representation tenants’ respective Lease; (vi) Subject to the provisions of Article 7, there shall not have occurred between the date hereof and the Pre-Closing Date any material adverse change in any of the assets, business, financial condition or warranty results of operation of the Partnership and the Property, taken as a whole. It is already understood that no material adverse change shall occur by reason of general economic conditions or economic conditions affecting the real estate market generally; (vii) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or governmental proceeding seeking such an order shall be pending or threatened; (viii) Chicago Title Insurance Company (the “Title Company”) shall be irrevocably committed to issue a Title Policy (as defined in Section 2.3(g) below) to the Partnership, effective as of the Closing, with respect to the Property; (ix) If required by the underwriters in connection with the Public Offering, the Title Company shall be irrevocably committed to issue a UCC Policy (as defined in Section 2.3(m) below) to the Operating Partnership, effective as of the Closing, with respect to the Partnership Interests; (x) Intentionally omitted; (xi) The contribution by Soma Square contemplated by the Farallon Contribution Agreement shall close concurrently with the Closing; (xii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended, and shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; and (xiii) The IPO Closing (as defined in Section 2.2 below) shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing). Any or all of the foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion. (b) The obligations of the Contributor to effect the transactions contemplated hereby shall be subject to the following conditions (it being understood that, without limiting any of the Operating Partnership’s duties, covenants or obligations expressed elsewhere in this Agreement, the provisions of this Section 2.1(b) shall only be conditions to Closing and shall not independently create any additional covenants of the Operating Partnership): (i) The representations and warranties of each of the Operating Partnership and the Company contained in this Agreement shall have been true and correct in all material respects (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall have been true and correct in all respects) on the date such representation or warranty representations and warranties were made and shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct manner described above on the Restatement Pre-Closing Date will not constitute as if made at and as of such date; (ii) The obligations of each of the failure Operating Partnership and the Company contained in this Agreement shall have been duly performed on or before the Pre-Closing Date and neither the Operating Partnership nor the Company shall have breached any of this condition precedent with respect to the Credit Date occurring on the Restatement Datetheir respective covenants contained herein in any material respect; (iii) Intentionally omitted; (iv) as of such Credit DateThe Company and the Operating Partnership shall each have executed and delivered to the Contributor the documents required to be delivered pursuant to Sections 2.3 and 2.4 hereof (including the Non-Exclusive Leasing and Project Coordination Agreement referenced in Section 2.3(n) below); (v) No order, no event statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have occurred and be continuing been enacted, entered, promulgated or would result from enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the applicable Credit Extension that would constitute transactions contemplated hereby, and no litigation or governmental proceeding seeking such an order shall be pending or threatened; (vi) At the Closing, either (x) the Existing Loan shall be refinanced or repaid in full or (y) the Contributor, Soma Square and each of their respective affiliates (as applicable) shall be released from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations with respect to the Existing Loan and which first arises on or after the Closing Date; (vii) The contribution by Soma Square contemplated by the Farallon Contribution Agreement shall close concurrently with the Closing; (viii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the SEC shall have become effective under the Securities Act of 1933, as amended, and shall not be the subject of any stop order or proceeding by the SEC seeking a Default or an Event of Defaultstop order; and (vix) if pro forma for such Credit ExtensionThe IPO Closing shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effectIPO Closing).

Conditions Precedent. The obligation effectiveness of this Agreement is subject to receipt by the Agent of each Lender to make any Loanof the following, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject each in form and substance reasonably satisfactory to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentAgent: (ia) a counterpart of this Agreement duly executed by the Administrative Agent Borrower, the Agent, the Term Lenders, and Lenders otherwise constituting the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beRequisite Lenders; (iib) after making Term Notes executed by the Credit Extensions Borrower, payable to each Term Lender (if requested on by such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectLender); (iiic) a certificate from a Responsible Officer of the Borrower certifying as of the date hereof, and after giving effect to the transactions contemplated hereby, that (i) no Default or Event of Default shall be in existence on the date hereof and (ii) each representation and warranty made or deemed made by the Borrower or any other Loan Party in each Loan Document to which any such Credit Date, the representations Loan Party is a party is true and warranties contained herein and correct in all material respects (except in the other Loan Documents case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all material respects respects) on and as of that Credit Date to the same extent as though made on and as of that date, date hereof except to the extent that such representations and warranties specifically relate expressly related solely to an earlier date, date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date; provided); (d) an opinion of counsel to the Borrower and the other Loan Parties addressed to the Agent and the Lenders and covering such matters as the Agent may reasonably request; (e) evidence that all Fees then due and payable by the Borrower on the date hereof in connection with the Credit Agreement, that together with, to the extent any such representation or warranty is already qualified required by materiality or Material Adverse EffectSection 9 of this Agreement, such representation or warranty shall be true all other fees, expenses and correct in all respects reimbursement amounts due and provided further that the failure of any representation or warranty with respect payable to the Target (other than Agent, including without limitation, the Specified Representations reasonable and Company Representations) to be true documented out‑of‑pocket fees and correct on the Restatement Date will not constitute the failure expenses of this condition precedent with respect counsel to the Credit Date occurring on the Restatement Date; (iv) as of such Credit DateAgent, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultbeen paid; and (vf) if pro forma for such Credit Extensionother documents, instruments and agreements as the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Agent may reasonably request.

Conditions Precedent. The obligation of This Amendment shall not be effective until each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentprecedent has been fulfilled: (a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment executed by the Administrative Agent Agent, the Borrower and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beRequired Lenders; (ii) after making a Compliance Certificate dated as of the Credit Extensions requested on such Credit Datedate hereof for the Borrower’s fiscal quarter ending March 31, 2020, signed by the Total Utilization chief executive officer, chief financial officer or treasurer of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrower; (iii) a certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value as of such Credit Datethe date hereof; (iv) a certificate, signed by an officer of the Borrower, stating that on the date hereof and after giving effect to the transactions contemplated by the Amendment (i) no Default or Unmatured Default has occurred and is continuing and (ii) all representations and warranties contained herein and made or deemed made by the Borrower in the other Loan Documents shall be to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of that Credit Date to the date hereof with the same extent force and effect as though if made on and as of that date, the date hereof except to the extent that such representations and warranties specifically expressly relate solely to an earlier date, date (in which case such representations and warranties shall have been were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date; provided) and except for changes in factual circumstances not prohibited under the Loan Agreement or the other Loan Documents, provided that to the extent any such representation or warranty certificate is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be in fact true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datecorrect; (ivv) as of such Credit Dateevidence that all fees, no event shall have occurred expenses and be continuing or would result from reimbursement amounts due and payable to the consummation Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (vi) all information requested by the Administrative Agent and each Lender in order to comply with applicable Credit Extension that would constitute a Default or an Event of Default“know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (vvii) if pro forma for such Credit Extensionother documents, instruments and agreements as the Revolving Exposure Administrative Agent may reasonably request. (calculated as set forth in Section 6.07b) as In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of such Credit Extension is the information contained in excess of 25% the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower most recently delivered to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the aggregate Revolving Commitments, Borrower to fulfill its obligations under this Amendment and the Loan Documents to which it is a party; and (iii) the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be in compliance required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law or (B) any material agreement, document or instrument to which the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for Borrower is a party or by which financial statements are available (as if the financial covenant it or its respective properties is in effect)bound.

Conditions Precedent. The Except with respect to any Incremental Facility or Incremental Equivalent Debt (as applicable), the obligation of each Lender to make any LoanLoan (other than Revolving Loans converted pursuant to Section 2.3(c) or Swingline Loans) on any Credit Date (including the Closing Date), or the any LC Issuing Bank to issue issue, amend or extend any Letter of Credit, Credit on any Credit Date, Date (including the Restatement Closing Date, ) are subject to the satisfaction, satisfaction of the following conditions precedent (or waiver in accordance with Section 10.05, of the following conditions precedent:10.5): (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice And Certificate or Issuance NoticeNotice of LC Activity and Certificate, as the case may be, which shall include certifications that Borrowers have satisfied the conditions precedent in clauses (ii) through (viii) below as of the applicable Credit Date or Increased Amount Date; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties of the Credit Parties (including those made on behalf of the Restricted Subsidiaries pursuant to Section 5.10) contained herein and in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall have been true and correct in all respects) on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute either a Default or an Event of Default; andDefault under this Agreement; (v) if pro forma for such Credit Extensionon or before the date of issuance, the Revolving Exposure amendment or extension of any Letter of Credit, Administrative Agent shall have received all other information required under Section 2.3; -100- CREDIT AGREEMENT (calculated as set forth in Section 6.07PATTERN REVOLVER) (vi) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving CommitmentsDate, the Borrower Borrowers shall be in compliance with the financial covenant set forth Leverage Ratio and Interest Coverage Ratio requirements described in Section 6.07 as 6.6 for the immediately preceding Measurement Period; (vii) since December 31, 2016, no event, circumstance or change has occurred that has caused or could reasonably be expected to result in a Material Adverse Effect; and (viii) neither Administrative Agent nor any Lender shall have received any order or demand in respect of a Borrower under Section 224(1.1) of the last day ITA or Section 317 of the most recent Fiscal Quarter for which financial statements are available Excise Tax Act (as if the financial covenant is in effect)Canada) or any similar federal, state, provincial or local legislation.

Conditions Precedent. The obligation Except as provided below, all expenses incurred by the Company in connection with action taken by the Company to comply with this Article V, including, without limitation, all registration and filing fees, printing expenses, accounting fees, fees and disbursements of each Lender counsel and other experts, premiums for liability insurance obtained in connection with a registration statement filed to make effect such compliance, shall be paid by the Company; PROVIDED, HOWEVER, that all such expenses in connection with any Loan, amendment or supplement to any registration statement filed by the Company hereunder or the Issuing Bank related prospectus which is required to issue be filed more than nine months after the effective date of such registration statement because any Letter seller or sellers of Creditsecurities of the Company covered thereby or any underwriter of such securities has not effected the disposition of the securities required to be registered shall be paid by such seller or sellers pro rata, on any Credit Datein the case of two or more such sellers, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, the respective market values of such securities. The Company shall not be obligated in any way in connection with any registration pursuant to this Article V for any underwriting discounts or commissions payable by any Eligible Holder to any underwriter of securities to be sold by such Eligible Holder. It shall be a condition precedent to the obligation of the following conditions precedent: (i) Company to take any action under Article 5.2 that the Administrative Agent Company shall receive an undertaking satisfactory to it from each Eligible Holder of securities registered or to be registered as herein provided to pay all expenses required to be borne by such Eligible Holder and to furnish or cause to be furnished to the Company specifically for use in the preparation of the registration statement and prospectus written information concerning the securities held by such Eligible Holder and also concerning any underwriter of such securities and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, intended method of disposition thereof as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments Company shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on reasonably request and as of that Credit Date to may be required in connection with the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) action to be true and correct on taken by the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Company hereunder.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, (y) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and (z) with respect to Revolving Loans used to finance Permitted Acquisitions, after making the Total Obligations Credit Extensions on such Credit Date, Company shall have $10,000,000 of U.S. unutilized Revolving Commitments available and the Leverage Ratio determined on a pro forma basis as of the last day of the Fiscal Quarter most recently ended and giving effect to the Permitted Acquisition as of such date shall be not exceed greater than the U.S. Revolving Commitments then ratio specified in effect;Section 6.8 with respect to such date LESS 0.125. (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received (i) a fully executed and delivered Issuance Notice, (ii) all other information required by the applicable Issuance Notice and (iii) such Credit Extension is other documents or information as Issuing Bank may reasonably require in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance connection with the financial covenant set forth in Section 6.07 as issuance of the last day such Letter of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Credit.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, (y) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and (z) with respect to Revolving Loans used to finance Permitted Acquisitions, after making the Total Obligations Credit Extensions on such Credit Date, Company shall have $10,000,000 of U.S. unutilized Revolving Commitments available and the Senior Leverage Ratio determined on a pro forma basis as of the last day of the Fiscal Quarter most recently ended and giving effect to the Permitted Acquisition as of such date shall be not exceed greater than the U.S. Revolving Commitments then ratio specified in effect;Section 6.8 with respect to such date LESS (a) 0.25 with respect to acquisitions made by Company within the first six full Fiscal Quarters immediately following the Closing Date and (b) 0.125 with respect to acquisitions made by Company after the sixth full Fiscal Quarter immediately following the Closing Date. (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;and (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; and (vvi) if pro forma for after giving effect to such Credit Extension the aggregate Cash and Cash Equivalents of Holdings and its Subsidiaries will not exceed $20,000,000. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).circumstances. CREDIT AND GUARANTY AGREEMENT EXECUTION

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Date, are Date is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of any condition set forth in the Undertakings Agreement and the following conditions precedent: (i) the Administrative Agent Agent, Paying Agent, Custodian and the Revolving Administrative Class B Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Class A Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Class A Borrowing Base and the Total Obligations Utilization of U.S. Class B Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectClass B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties (A) specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided, or (B) relate to a Receivable that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) later required to be true repurchased, and correct on is so repurchased, by the Restatement Date will not constitute Seller in accordance with the failure of this condition precedent with respect to the Asset Purchase Agreement based upon knowledge obtained by Company or Holdings after such Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if the Administrative Agent, Paying Agent and the Class B Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit ExtensionDate, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Notwithstanding anything contained herein to the contrary, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower Paying Agent shall not be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as the case may be; (ii) after After making the Credit Extensions requested on such Credit Date, (x) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect, (y) in the case of Multi-Draw Term Loans, sufficient Multi-Draw Term Loan Commitments remain for such requested Loan, and (z) Availability would be $0 or greater; (iii) as As of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedprovided that, that in each case, such materiality qualifier shall not apply to any representations and warranties to the extent any such representation or warranty is already qualified or modified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct similar concept in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datetext thereof; (iv) as As of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as The Chief Financial Officer of the date Companies shall have delivered an Officer’s Certificate representing and warranting and otherwise demonstrating and calculating to the satisfaction of Administrative Agent that, as of such Credit Extension is in excess of 25% of the aggregate Revolving CommitmentsDate, the Borrower shall Companies reasonably expect, after giving effect to the proposed borrowing and based upon good faith determinations and projections consistent with the Financial Plan, to be in compliance with the all operating and financial covenant covenants set forth in Section 6.07 this Agreement as of the last day of the most recent current Fiscal Quarter, (1) the Total Leverage Ratio determined as of such date after giving effect to the contemplated Credit Extension shall not exceed the maximum Total Leverage Ratio permitted as of the last day of the immediately preceding Fiscal Quarter for pursuant to Section 6.8(c), (2) the Senior Leverage Ratio determined as of such date after giving effect to the contemplated Credit Extension shall not exceed the Leverage Incurrence Multiple in effect at such time, (3) after making the Credit Extension requested on such Credit Date, Availability would be $0 or greater and (4) after giving effect to such Credit Extension and any permitted use of proceeds therefor on such Credit Date, the aggregate Cash and Cash Equivalents of PubCo and its Subsidiaries will not exceed $10,000,000; and (vi) With respect to any Credit Extension, the use of proceeds of which financial statements are available (as if is intended to finance an Acquisition, Administrative Agent shall have received evidence that such Acquisition is a Permitted Acquisition and all acquisition documentation shall be in form and substance satisfactory to Administrative Agent in its reasonable discretion. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the financial covenant making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or such Requisite Lenders such request is in effect)warranted under the circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Revolving Loan on any Credit Date, including if applicable the Restatement Third Amendment Effective Date, are is subject to the satisfaction, or waiver in accordance with Section 10.059.5, of the following conditions precedent: (i) Administrative Agent, the Administrative Agent Paying Agent, the Custodian and the Class B Revolving Administrative Agent Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Revolving Availability with respect to the case may berequested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Revolving Loans requested on such Credit Date, the Total Utilization of Canadian Class A Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Class A Borrowing EAST\148781874.9 Base and the Total Obligations Utilization of U.S. Class B Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectClass B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and; (v) if the Administrative Agent, the Class B Revolving Lenders and the Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable, if any, that is, on such Credit ExtensionDate, being transferred and delivered to Company pursuant to the Revolving Exposure (calculated as set forth Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in Section 6.07) as of its Permitted Discretion; and Notwithstanding anything contained herein to the date of such Credit Extension is in excess of 25% of contrary, neither the aggregate Revolving Commitments, Paying Agent nor the Borrower Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation extension of the Revolving Termination Date pursuant to Section I and the amendments pursuant to Section II shall become effective as of the date when, and only when, each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: precedent shall have been satisfied (the “Extension Date”): The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantor, Extending Lenders constituting Required Lenders and from each Issuing Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. The Borrower shall have paid: to the Administrative Agent, for the account of each Extending Lender, an extension fee in the amount of 0.06% of such Extending Lender’s Revolving Commitment as of the Extension Date, which extension fee once paid will be fully earned and nonrefundable; and all other fees and reasonable expenses of the Administrative Agent and the Revolving Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Extension Date (including reasonable fees and expenses of counsel) in connection with this Agreement. The Administrative Agent shall have received a fully executed certificate, dated the Extension Date and delivered Borrowing Notice signed by an authorized officer of the Borrower, confirming (i) no Default or Issuance Notice, as Event of Default shall have occurred and be continuing on the case may be; Extension Date and after giving effect thereto and (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and set forth in the other Loan Documents Section IV hereof, if not qualified as to materiality, shall be true and correct in all material respects and all other representations and warranties set forth in Section IV hereof shall be true and correct, in each case on and as of that Credit the Extension Date to with the same extent force and effect as though if made on and or as of that date, the Extension Date (except to the extent such for those representations and warranties specifically or parts thereof that, by their terms, expressly relate solely to an earlier a specific date, in which case such representations and warranties warranties, if not qualified as to materiality, shall have been be true and correct in all material respects on and as of all such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty other representations and warranties shall be true and correct correct, in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) each case as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effectspecific date).

Conditions Precedent. The obligation obligations of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, parties under this Agreement are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (ia) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) accurate as of the date of such Credit Extension is in excess of 25% delivery of the aggregate Revolving CommitmentsNew Securities. (b) Gxxxxxxxx Exxxxxx & Jxxxx LLP, counsel for the Borrower Company (the “Company Counsel”), shall be have delivered an opinion, dated as of the Closing Date, addressed to each Holder and to the Trustee, in compliance with substantially the financial covenant form set forth in Section 6.07 Exhibit E hereto. In rendering its opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and by government officials; provided, however, that copies of any such certificates or documents are delivered to the Holders and the Trustee, and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. (c) The Company shall have furnished to the Holders a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in their capacities as such, dated as of the last day Closing Date, stating that the representations and warranties in this Agreement are true and correct on and as of the most recent Fiscal Quarter Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. The certificate provided in accordance with this Clause (c) shall also satisfy the certification requirement of Section 10.5 of the Original Indenture, and the parties hereby acknowledge and agree that the Required Reduction will be deemed to have been achieved upon the giving of such certificate based on the Quarterly Report on Form 10-Q for which financial statements are available the quarter ended September 30, 2014 of MMA Capital Management, LLC (as if the financial covenant is in effect“MMA”). (d) The Company shall have paid to TP Management, LLC, for its own account, a single administrative fee in the amount of $422,700 for the Exchange. (e) Prior to the Closing Date, the Company shall have furnished to the Holders and their counsel such further information, certificates and documents as the Holders or such counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Holders or their counsel, this Agreement and any obligations of Taberna hereunder, whether as holders of the Participating Securities or as prospective Holders of the New Securities, may be canceled at, or at any time prior to, the Closing Date by Taberna. Notice of such cancellation shall be given to the Company in writing or by telephone and confirmed in writing, or by e-mail or facsimile. Each certificate signed by any officer of the Company and delivered to the Holders or the Holders’ counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Company and not by such officer in any individual capacity.

Conditions Precedent. The obligation requirements set forth in Sections 14.1 & 15 constitute conditions precedent to the DB Contractor’s entitlement to request and receive a Change Order in all circumstances. The DB Contractor agrees that the filing of each Lender a PCO Notice and subsequent filing of a Request for Change Order (RCO) with the District pursuant to this Section are necessary in order to begin the administrative process for Contractor-requested Change Orders. The DB Contractor understands that it shall be forever barred from recovering against the District under Section 15 if it fails to give notice of any act, or failure to act, by the District or any of its representatives or the happening of any event, thing, or occurrence pursuant to a proper PCO Notice and thereafter complies with the remaining requirements of this Section. The DB Contractor shall deliver to the District a PCO Notice stating that an event or situation has occurred and shall state whether it is entitled to additional time or money. The first notice shall be labeled “PCO No. 1,” and subsequent notices shall be numbered sequentially. Each PCO Notice shall be delivered as promptly as possible after the occurrence of such event or situation. If any PCO Notice is delivered later than 10 Days after the DB Contractor first discovered, or should have discovered in the exercise of reasonable prudence, the occurrence which is described therein, the DB Contractor shall be deemed to have waived the right to collect any and all costs incurred prior to the date of delivery of the PCO Notice and shall be deemed to have waived the right to see an extension of any Completion Date with respect to any delay in the Critical Path that accrued prior to the date of delivery of the written notice. Furthermore, if any PCO Notice concerns any condition or material described in Section 7, the DB Contractor shall be deemed to have waived the right to collect any and all costs incurred in connection therewith to the extent that the District is not afforded the opportunity to inspect such material or condition before it is disturbed. The DB Contractor’s failure to provide a PCO Notice within 10 Days after the DB Contractor first discovered, or should have discovered in the exercise of reasonable prudence, the occurrence of a given event or situation shall preclude the DB Contractor from any relief. A PCO Notice shall be deemed delivered only if it fully conforms to the requirements of Section 15. The PCO Notice shall (i) state in detail the facts underlying the potential Change Order, the reasons why the DB Contractor believes additional compensation or time will or may be due, and the date of occurrence; (ii) state in detail the basis that the work is not required by the Contract, if applicable; (iii) identify particular elements of Contract performance for which additional compensation may be sought under Section 15; (vi) identify any potential Critical Path impacts affecting a Completion Date; and (v) provide an estimate of the time within which a response to the notice is required to minimize cost, delay, or disruption of performance. Any adjustments made to the Contract shall not include increased costs or time extensions for delay resulting from the DB Contractor’s failure to provide requested additional information under this Section. The DB Contractor shall deliver all RCOs under Section 15 to the District within 30 Days after delivery of the PCO Notice. The District may require design and construction costs to be covered by separate Change Order requests. If the DB Contractor requests a time extension, then the District, in its sole discretion, may require the DB Contractor to provide two (2) alternative Change Order requests, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the original Completion Dates, as well as any additional costs permitted hereunder. The DB Contractor acknowledges and agrees that, due to the limited availability of funds for the Project, timely delivery of notification of such events, situations, RCOs, and updates thereto are of vital importance to the District. The District is relying on the DB Contractor to evaluate promptly upon the occurrence of any event or situation, whether the event or situation will affect schedule or costs and, if so, whether the DB Contractor believes a time extension and/or price increase is required hereunder. If an event or situation occurs that may affect the Contract Price or a Completion Date, the District will evaluate the situation and determine whether it wishes to make any Loanchanges to the definition of the Project to bring it within the District’s funding and time restraints. Before the DB Contractor submits any PCO Notice or a RCO to the District that is based in whole or in part on a request by a Subcontractor to the DB Contractor for a price increase or time extension under its Subcontract, the DB Contractor shall have reviewed all Claims by the Subcontractor that constitute the basis for the RCO and determined in good faith that each such Claim is justified hereunder and that the DB Contractor is justified in requesting an increase in the Contract Price and/or change in Completion Dates in the amounts specified in the RCO. Each RCO involving Subcontractor Work shall include a sworn certification in a form acceptable to the District and signed by the DB Contractor’s Project Manager stating that the DB Contractor has investigated the basis for the Subcontractor’s Claims and has concluded that all such Claims are justified as to entitlement and the amount of money and/or time requested and has no reason to believe, and does not believe, that the factual basis for the Subcontractor’s Claim is falsely represented. Any RCO involving Subcontractor Work shall be considered incomplete if it is not accompanied by such certification. The District shall have 10 Days to investigate and respond to the DB Contractor’s PCO Notice or RCO. If the Issuing Bank District refuses to issue any Letter a Change Order based on the DB Contractor’s request, the DB Contractor shall nevertheless perform all work as specified in an appropriate Directive Letter, with the right to submit the issue of Credit, on any Credit Date, including the Restatement Date, are subject entitlement to the satisfaction, or waiver a Change Order to Dispute resolution in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).21. The

Conditions Precedent. The obligation of each (a) Concurrently with the execution hereof, or on or prior to the date on which Lender is to make any Loanthe first Advance hereunder, or Borrower shall cause to be provided to Lender the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentfollowing: (i) a certificate of the Administrative Agent secretary or assistant secretary of Borrower dated the date of such hereof (or in any case prior to the first Advance, if after the date of this Agreement) certifying (A) the incumbency of each of the officers executing the applicable Loan Documents, (B) a copy of the articles or certificate of incorporation, by-laws or code of regulations, and other applicable organizational documents of Borrower and (C) copies of any other documents evidencing the Revolving Administrative Agent authorization of the corporate officers on behalf of the Borrower to execute, deliver and perform this Agreement, any Notes and each other Loan Document; if requested by Lender, an opinion of counsel for Borrower in form and substance satisfactory to Lender as to the matters set forth in Section 12 and as to such other matters as Lender may reasonably request. (b) The obligation of Lender to make any Advance hereunder is subject to the satisfaction (or waiver by Lender) of each of the following conditions prior to the date specified for such Advance: (i) Lender shall have received each of the following documents in form and substance satisfactory to Lender: (A) a fully certificate executed and delivered Borrowing Notice by the president or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization chief financial officer of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, Borrower certifying that the representations and warranties of Borrower contained herein and in each of the Loan Documents remain true and correct as of such date, and no Default or Event of Default (as defined in Section 13 has occurred both with and without giving effect to the transactions contemplated hereby; (B) copies of the invoice(s) or other evidence satisfactory to Lender, related to the acquisition cost of the Equipment to which such Advance relates; (C) a schedule describing the Equipment, in a form approved by Lender and to be attached as Schedule A, a supplement to Schedule A and/or as a schedule to the Note; and (D) upon delivery of such Equipment, copies of the bills of sale evidencing chain of title from the manufacturer or supplier to the Borrower with respect to such Equipment; (ii) Lender shall have received, evidence satisfactory to Lender of the filing of Uniform Commercial Code financing statements or other records relating to the Equipment in form and substance satisfactory to Lender in the jurisdiction in which Borrower is a registered organization and such other jurisdictions as Lender may reasonably request by the date of the Advance; (iii) Lender shall have received evidence of insurance policies covering the Equipment which comply with the requirements of Section 7 hereof; (iv) the representations and warranties of Borrower contained herein and in each of the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date the date specified for such Advance both with and without giving effect to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as making of such earlier dateAdvance; provided, that to the extent any such representation (v) no Default or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure Event of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event Default shall have occurred and be continuing or would result from the consummation transactions contemplated by the making of such Advance; (vi) Borrower shall have paid the fees and reasonable out-of-pocket expenses of Lender (including the fees and expenses of counsel to the Lender and any filing or recordation fees) incurred in connection with the negotiation, execution and delivery of the applicable Credit Extension that would constitute Loan Documents relating thereto shall have been paid; (vii) no material adverse change, in the sole judgment of Lender, in the existing or prospective financial condition or results of operations of Borrower or any guarantor of Borrower’s obligations hereunder (a Default “Guarantor”) which may affect the ability of Borrower to perform its obligations under the Loan Documents, or an Event the ability of Default; and (v) if pro forma for such Credit Extensionany Guarantor to perform its obligations under any Guaranty, the Revolving Exposure (calculated as set forth in Section 6.07) as of shall have occurred since the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which audited financial statements are available of Borrower delivered to Lender; (as if viii) Borrower shall have furnished proof of payment for the financial covenant is Equipment prior to the date of each applicable Advance and, to the extent that Borrower has not paid for any Item of Equipment, Lender may remit proceeds of the Advance directly to the vendor of the Equipment in effect)payment thereof; and (ix) Borrower shall have executed and delivered to Lender a Payment Proceeds letter authorizing Lender to remit funds to the appropriate parties.

Conditions Precedent. The obligation of Borrower and each Lender to make any Loan, Guarantor understand that this Amendment shall not be effective and the consent provided by Bank hereunder shall have no force or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, effect until each of the following conditions precedent:precedent has been satisfied, or waived in writing by Bank (in Bnak's sole discretion): (i) the Administrative Agent a. Borrower and the Revolving Administrative Agent each Guarantor shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beto Bank this Amendment; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the b. The representations and warranties contained herein of Borrower and in each Guarantor under the other Loan Documents Agreement, the Guaranty and this Amendment, as applicable, shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, date hereof (except to the extent such representations and warranties specifically relate (i) expressly refer to an earlier date, in which case such representations they are true, correct and warranties shall have been true and correct in all material respects on and complete as of such earlier date; provided, that (ii) are inaccurate due to the extent any such representation Accounting Errors, which inaccuracy is expressly addressed by this Amendment or warranty (iii) refer to the absence of Events of Default, in which case they are true, correct and complete as to the absence of Events of Default other than the Existing Defaults); and c. Bank shall have received in immediately available funds, all out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs) incurred by Bank in connection with the Existing Defaults, this Amendment and the transactions contemplated hereby and invoiced to Borrower prior to the date on which this Amendment is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and otherwise to become effective; provided further that the failure to invoice any such amounts to Borrower prior to such date shall not preclude Bank from seeking reimbursement of any representation such amounts, or warranty with respect to excuse Borrower from paying or reimbursing such amounts, following the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure effective date of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Amendment.

Conditions Precedent. The obligation obligations of each the Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Loan hereunder shall be subject to the satisfaction, or waiver in accordance with Section 10.05, fulfillment of each of the following conditions precedentprecedent on or before the Effective Date in a manner satisfactory to the Lender: (a) The Lender shall have received the following documents, each dated and in form and substance as is satisfactory to the Lender: (i) copies of the Administrative Agent Resolutions of the governing body of the City approving the execution and delivery of the Related Documents to which the City is a party, and the Revolving Administrative Agent shall have received a fully executed other matters contemplated hereby, certified by the City as being true and delivered Borrowing Notice or Issuance Notice, as complete and in full force and effect on the case may beEffective Date; (ii) after making certified copies of all approvals, authorizations and consents of any Governmental Authority necessary for the Credit Extensions requested on such Credit Date, City to enter into each of the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect Related Documents and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effecttransactions contemplated herein and therein; (iii) a copy of the approved Request for Obligation of Funds from the United States Department of Agriculture; (iv) the audited annual financial statements of the City for the Fiscal Year ended June 30, 2018 and a copy of the most recent budget of the City (such requirement to be satisfied if such information is available on the City’s website); (v) a certificate of the City dated the Effective Date and executed by the City certifying as to the authority, incumbency and specimen signatures of the Authorized Representatives authorized to sign this Agreement and the Note and any other documents to be delivered by it hereunder and who will be authorized to represent the City in connection with this Agreement, upon which the Lender may rely until it receives a new such Credit Datecertificate; and (vi) an executed original or certified copy, as applicable, of each of the representations and warranties contained herein and in the other Loan Documents Related Documents. (b) The following statements shall be true and correct on the Effective Date, and the Lender shall have received a certificate signed by an Authorized Representative, dated the Effective Date, certifying that: (A) the representations and warranties of the City contained in all material respects each of the Related Documents and each certificate, letter, other writing or instrument delivered by the City to the Lender pursuant hereto or thereto are true and correct on and as of that Credit the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation (B) no Default or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure Event of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have Default has occurred and be is continuing or would result from the consummation City’s execution and delivery of this Agreement or the Note; (C) the audited annual financial statements of the applicable Credit Extension that would constitute City for the Fiscal Year ended June 30, 2018, including the balance sheet as of such date of said period, all examined and reported on by Xxxxxxx Xxxxxxxx, PLLC, as heretofore delivered to the Lender, correctly and fairly present the financial condition of the City as of said date and the results of the operations of the City for such period and have been prepared in accordance with GAAP consistently applied except as stated in the notes thereto; (D) since the release of the audited annual financial statements of the City for the Fiscal Year ended June 30, 2018, no material adverse change has occurred in the financial condition of the City prior to the Effective Date, and on or prior to the Effective Date no material transactions or obligations (not in the ordinary course of business) shall have been entered into by the City, other than as previously advised in writing to the Lender; (E) this Agreement constitutes an arm’s-length commercial transaction between the City and the Lender; (F) the City has consulted with its own respective legal and financial advisors in connection with this Agreement; and (G) the Lender has not acted as a Default fiduciary in favor of the City with respect to the Note or an Event of Default; andthis Agreement. (vc) if pro forma [Reserved.] (d) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date from Bond Counsel as to (1) the due authorization, execution, delivery, validity and enforceability with respect to the City of this Agreement and the Note, (2) the exclusion of interest on the Note from gross income for federal income tax purposes and exemptions from state, county and municipal taxation and (3) such Credit Extensionother matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counsel. (e) All necessary action on the part of the City shall have been taken as required for the pledge of the City’s full faith, credit and taxing powers as described in Article IV hereof. (f) All other legal matters pertaining to the execution and delivery of this Agreement, the Revolving Exposure Note and the other Related Documents shall be satisfactory to the Lender and its counsel. (calculated as set forth in Section 6.07g) as On or prior to the Effective Date, the Lender shall have received reimbursement of the date of Lender’s reasonable fees and expenses incurred in connection with the transaction contemplated by this Agreement due on the Effective Date. (h) The Lender shall have received such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentsother documents, certificates, opinions, approvals and filings with respect to this Agreement, the Borrower shall be in compliance with Note and the financial covenant set forth in Section 6.07 other Related Documents as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Lender may reasonably request.

Conditions Precedent. The obligation of each Lender Facility will become available to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Borrower subject to the satisfactionfulfilment to the Lender’s satisfaction or waiver, prior to or waiver in accordance with Section 10.05at the Closing Date, of the following conditions precedentconditions: (a) The Borrower shall have delivered to the Lender the following documents: (i) a duly executed certificate of the Administrative Agent Secretary of the Borrower, in form and substance reasonably satisfactory to the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may beLender; (ii) after making a duly executed closing certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectLender; (iii) as evidence of such Credit Datecompliance of Debt to Equity Ratio after giving effect to the Loan, in form and substance reasonably satisfactory to the Lender; (iv) evidence that the Rating is at least A1 to the reasonable satisfaction to the Lender; (v) legal opinions of New York and Maryland counsel to the Borrower, in form and substance reasonably satisfactory to the Lender; and (vi) a notice of borrowing, in form and substance reasonably satisfactory to the parties hereto (the “Borrowing Request”). (b) The representations and warranties contained herein of the Borrower in Section 13 shall be correct in all material respects when made and in at the other Loan Documents Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; : provided, further, that to the extent any such representation or and warranty that is already qualified by materiality or “materiality”, “Material Adverse Effect, such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) The Rating is at least A1. (d) The Borrower shall have paid on or before the Closing Date the reasonable and provided further that documented fees of the failure of any representation or warranty with respect Lender’s counsel (as agreed in advance between the parties) to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure extent reflected in a statement of this condition precedent with respect such counsel rendered to the Credit Date occurring on Borrower by no later than one (1) Business Day prior to the Restatement Closing Date;. (ive) as of such Credit DateBefore and after giving effect to the Loan, no event shall have occurred and be Default or Event of Default is continuing or would result from the consummation drawdown of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Loan.

Conditions Precedent. The obligation effectiveness of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are this Amendment is subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of all of the following conditions precedent: (ia) the Administrative Agent and the Revolving The Administrative Agent shall have received a (i) fully executed counterparts of all documents, opinions of counsel, lien search results, filings, certificates and delivered Borrowing Notice or Issuance Noticeother deliverables listed on the closing memorandum attached as Exhibit B hereto, as in each case, in form and substance acceptable to the case may be; Administrative Agent (collectively, the “Amendment Documents”) and (ii) after making all fees and expenses payable by the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct Borrower on the Restatement Date will not constitute the failure of this condition precedent with respect date hereof to the Credit Date occurring on Parties in accordance with the Restatement Date;terms of the Transaction Documents. (ivb) The Administrative Agent shall have received such documents and certificates as the Administrative Agent shall have reasonably requested on or prior to the date hereof. (c) No Event of such Credit DateDefault or Unmatured Event of Default, no event as set forth in Section 9.01 of the Receivables Financing Agreement, shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; andcontinuing. (vd) if pro forma PNC, as the Administrative Agent, as a Committed Lender and as the Group Agent for such Credit Extensionthe PNC Group, TD Bank, as a Related Committed Lender and as the Revolving Exposure (calculated Group Agent for the TD Bank Group, and the Conduit Lender, in each case, under the Receivables Financing Agreement, as set forth applicable, shall have received all fees and other amounts due and payable to it under the Transaction Documents and in Section 6.07) as of connection with the Amendment Documents on or prior to the date hereof, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of counsel) required to be paid or reimbursed on or prior to the date hereof. To the extent such Credit Extension is in excess of 25% of the aggregate Revolving Commitmentsfees and other amounts have not yet been invoiced, the Borrower shall be in compliance with agrees to remit payment to the financial covenant set forth in Section 6.07 as applicable party promptly upon receipt of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)such invoice.

Conditions Precedent. The obligation of each Lender to make any Loan, or the each Issuing Bank to issue any Letter of Credit, on any Credit DateDate (including with respect to the obligation of each Lender to make a Credit Extension on the Closing Date but except with respect to the incurrence of Incremental Term Loan Commitments and Incremental Term Loans, including as provided in the Restatement Date, applicable Joinder Agreement) are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) with respect to the making of any Revolving Loan, after making the Credit Extensions requested on such Credit Date, (w) the Total Utilization of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect, (x) the Total Utilization of European Revolving Commitments shall not exceed the European Revolving Commitments then in effect and (y) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and (z) the Total Obligations Utilization of U.S. Hong Kong Revolving Commitments shall not exceed the U.S. Hong Kong Revolving Commitments then in effect, in each case, as applicable; (iii) as of such Credit Date, the representations and warranties contained herein (other than, in the case of any Credit Extension after the Closing Date, the representations and warranties contained in Sections 4.09 and 4.10) and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;respects; and (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).

Conditions Precedent. The obligation of each Lender to make any Term Loan, Subsequent Draw or the Issuing Bank to issue any Letter of Credit, Incremental Term Loan on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the each other Loan Documents Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Credit Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as of such earlier date; provided, that to the extent any such representation “materiality” or warranty is already qualified by materiality or “Material Adverse Effect” in the text thereof, such representation or warranty which representations and warranties shall be true and correct in all respects subject to such qualification) on and provided further that the failure as of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datesuch earlier date; (iviii) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (iv) the Loan Parties shall have paid all fees, costs and expenses then payable by the Loan Parties pursuant to this Agreement and the other Loan Documents, including, without limitation, the Fee Letter, Section 2.10, and Section 10.2 hereof; (v) The Loan Parties shall have provided evidence satisfactory to the Required Lenders that at least thirty five percent (35%) of the total consideration to be paid by Company in respect of any Permitted Acquisition or other business acquisition Investment (other than the Xxxxxx Acquisition) shall be funded by the Company (x) in kind using common Capital Stock issued by the Company (y) from the proceeds of a sale of Capital Stock of the Company or (z) from retained Consolidated Net Income of the Company, and in no event shall proceeds of any Subsequent Draw or Incremental Term Loan be used to pay more than sixty-five percent (65%) of the total consideration to be paid by Company in respect of any Permitted Acquisition or other business acquisition Investment, provided, however, that at least thirty percent (30%) of the total consideration to be paid by the Company in respect of the Xxxxxx Acquisition shall be funded by the Company in kind using common Capital Stock issued by the Company; (vi) The Lenders holding Term Loan Commitments shall have in their reasonable discretion exercised in good faith determined that either (A) all requirements of Section 5.15 are satisfied in respect of the requested Subsequent Draw or (B) Company has used its best efforts to satisfy or cause to be satisfied all requirements of Section 5.15 and approved the release by the Agents of such Subsequent Draw Amount; (vii) The Incremental Term Loan Lenders, as applicable, shall have in their sole and absolute discretion approved (x) the making of such Incremental Term Loan, and (y) the proposed use of the proceeds of any such Incremental Term Loan, including, without limitation, any Permitted Acquisition or other Investment or Restricted Payment to be made using such Proceeds; and (vviii) if pro forma for the making of such shall not contravene any law, rule or regulation applicable to any Agent or any Lender. Any Agent or Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Required Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are Each Investment Company’s obligations hereunder shall be subject to (a) performance by the satisfactionother Investment Company of all its obligations to be performed hereunder at or before the Closing, or waiver in accordance with Section 10.05, of the following conditions precedent: (ib) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the all representations and warranties of the other Investment Company contained herein being true and correct in all material respects at the other Loan Documents date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time: 5.1 All representations, covenants, and warranties of the New Fund contained in this Agreement shall be true and correct in all material respects on as of the date hereof and as of that Credit Date to the Closing Date, with the same extent force and effect as though if made on and as of that date, except Closing Date. The New Fund shall have delivered to the extent Existing Fund a certificate executed in the New Fund’s name by the New Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Existing Fund and dated as of the Closing Date, to such representations effect and as to such other matters as the Existing Fund shall reasonably request. 5.2 All representations, covenants, and warranties specifically relate to an earlier date, of the Existing Fund contained in which case such representations and warranties this Agreement shall have been be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such earlier date; provided, that Closing Date. The Existing Fund shall have delivered to the extent New Fund on such Closing Date a certificate executed in the Existing Fund’s name by the Old Trust’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the New Fund and dated as of such Closing Date, to such effect and as to such other matters as the New Fund shall reasonably request. 5.3 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by the Existing Fund’s shareholders at the Shareholders Meeting; 5.4 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any such representation other or warranty further action is already qualified by materiality required to permit the Investment Companies to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Investment Company’s best knowledge, no investigation or Material Adverse Effectproceeding for that purpose shall have been instituted or be pending, such representation threatened, or warranty contemplated under the 1933 Act or the 1940 Act. The Commission shall be true and correct in all respects and provided further that the failure of any representation or warranty not have issued an unfavorable report with respect to the Target (other than Reorganization under section 25(b) of the Specified Representations and Company Representations) 1940 Act nor instituted any proceedings seeking to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the enjoin consummation of the applicable Credit Extension transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties; 5.5 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby; 5.6 The Investment Companies shall have received an opinion of Xxxxxx & Bird LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). (The receipt of such an opinion is a non-waivable condition to closing.) In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it (that would constitute a Default shall survive the Closing), and in separate letters, if Counsel requests, addressed to it and any certificates delivered pursuant to paragraph 2.5(b). The Tax Opinion shall be substantially to the effect that -- based on the facts and assumptions stated therein and conditioned on those representations and warranties being true and complete at the Effective Time and consummation of the Reorganization in accordance with this Agreement (without the waiver or an Event modification of Default; andany terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved) -- for federal income tax purposes: (va) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as The New Fund’s acquisition of the date of such Credit Extension is Assets in excess of 25% exchange solely for the New Fund Shares and its assumption of the aggregate Revolving CommitmentsLiabilities, followed by the Borrower shall be Existing Fund’s distribution of those shares pro rata to the Shareholders actually or constructively in compliance with the financial covenant set forth in Section 6.07 exchange for their Existing Fund Shares, will qualify as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).a

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including the Restatement Interim Facility Effective Date and the Final Facility Effective Date, are subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Funding Notice, as the case may be; (ii) after making giving effect to the Credit Extensions requested on such Credit Date, (1) the total Loans borrowed in any week shall not exceed an amount equal to (A) the aggregate maximum principal amount of Loans projected to be borrowed during such week as specified in the Budget at such time, plus (B) the amount of the Lender Expenses and Cash Collateral Interest Payments paid (or to be paid with the applicable Loan) during such week, minus (C) the amount of any Critical Vendor Payments contemplated to have been paid during such week pursuant to the Budget that are not approved by the Bankruptcy Court or are not permitted by the terms hereof, and (2) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving lesser of (x) an amount equal to (A) the maximum aggregate principal amount of Loans projected to be outstanding as specified in the Budget at such time, plus (B) the aggregate amount of the Lender Expenses and Cash Collateral Interest Payments paid (or to be paid with the applicable Loan) through such date, minus (C) the amount of Critical Vendor Payments contemplated to have been paid since the Interim Facility Effective Date pursuant to the Budget that are not approved by the Bankruptcy Court or are not permitted by the terms hereof, and (y) the Commitments then in effect and at such time; provided, that the Total Obligations aggregate principal amount of U.S. Revolving Commitments Loans outstanding at any time during the Interim Period shall not exceed the U.S. Revolving Commitments then in effect$7,500,000; (iii) as of such Credit Date, the representations and warranties contained herein and in each other Credit Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the other Loan Documents Credit Date shall be true and correct in all material respects (to the extent not otherwise qualified by materiality) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (to the extent not otherwise qualified by materiality) on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) since June 30, 2008, other than the filing of the Chapter 11 Cases, no event, circumstance or change shall have occurred that has caused or evidences, either individually or in the aggregate, a Material Adverse Effect, as determined by the Administrative Agent in its reasonable business judgment; (vi) the Chief Financial Officer of the Company shall have delivered a Chief Financial Officer’s Certificate representing and warranting and otherwise demonstrating to the satisfaction of Administrative Agent that, as of such Credit Date, Company reasonably expects, after giving effect to the proposed borrowing and based upon good faith determinations and projections, to be in material compliance with the Budget from such date through the Final Maturity Date; (vii) after giving effect to such Credit Extension the aggregate Cash and Cash Equivalents of Company and its Subsidiaries will not exceed $250,000; (viii) the Credit Parties shall have paid all fees, costs and expenses then payable by the Credit Parties pursuant to this Agreement and the other Credit Documents, including, without limitation, Section 2.10, and Section 11.2 hereof; (ix) the making of such Loan shall not contravene any law, rule or regulation applicable to any Agent or any Lender; and (vx) if pro forma for such in the event that any Credit Extension will be used to fund any amounts to DigiMedia or TCV Technology Company, Ltd., (1) Agents shall have received evidence, in form and substance satisfactory to Agents, that Xx. Xx, Xxxx-Xxx a.k.a Xxxx Xx (and/or his Affiliates) beneficially owns and controls, directly or indirectly, at least 51%, on a fully diluted basis, of the voting and economic interest in the outstanding Capital Stock of each of DigiMedia and Nanjing Huahai Display Technology Co., Ltd., and (2) the Agents shall have received evidence that not less than 51% of the shares of each of DigiMedia and Nanjing Huahai Display Technology Co., Ltd. can be pledged on a basis satisfactory in form and substance to the agents under the proposed Credit and Guaranty Agreement by and among Olevia, Inc. and Olevia LLC as the Companies, Olevia International Group LLC, as Guarantor, various Lenders and Silver Point as collateral agent and administrative agent. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. The obligation of each Lender to make No Purchaser shall fund any Loan, or the Issuing Bank to issue any Letter of Credit, Note on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, Funding Date if any of the following conditions precedentprecedent are not satisfied on such Funding Date or waiver by such Purchaser in its sole discretion: (i) the Administrative Agent, Paying Agent and the Revolving Administrative Agent Custodian shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Noticetogether with a Commitment Base Certificate, as evidencing sufficient Availability with respect to the case may berequest to fund Notes, and a Commitment Base Report; (ii) both before and after making the Credit Extensions funding any Notes requested on such Credit Funding Date, the Total Utilization of Canadian Revolving Commitments Commitment Limits shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectCommitment Base; (iii) as of such Credit Funding Date, the representations and warranties contained herein and in the other Loan Funding Documents shall be true and correct in all material respects on and as of that Credit Funding Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Funding Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; , provided, that the representations and warranties in any Original Commitment Base Certificate shall be excluded from the certification in this Section 3.2(a)(iii) to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct a Replacement Commitment Base Certificate has been delivered in all respects and provided further that the failure of any representation or warranty substitute thereof in accordance with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateSection 2.1(c)(ii); (iv) as of such Credit Funding Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension Note Funding that would constitute a Default or an Event of Default or a Default; (v) the Administrative Agent and Paying Agent shall have received the Commitment Base Report for the Business Day prior to the Funding Date; and (vvi) if pro forma for such Credit Extensionin accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Revolving Exposure (calculated as set forth Receivable File related to each Receivable that is, on such Funding Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in Section 6.07) as of its Permitted Discretion. Notwithstanding anything contained herein to the date of such Credit Extension is in excess of 25% of contrary, neither the aggregate Revolving Commitments, Paying Agent nor the Borrower Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to funding a Note have been satisfied.

Conditions Precedent. The obligation effectiveness of this Amendment and the obligations of the Administrative Agent and each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, hereunder are subject to the satisfaction, or waiver in accordance with Section 10.05by the Administrative Agent, of the following conditions precedentprecedent on or before the date hereof (unless otherwise provided or agreed to by the Administrative Agent) in addition to the conditions precedent specified in Section 12.2 of the Credit Agreement: A. The Company shall have (i) paid to the Administrative Agent, for its benefit and the ratable benefit of each Lender, an amendment fee of $15,000, and (ii) paid and/or reimbursed all reasonable fees, costs and expenses relating to this Amendment and owed to the Lender pursuant to the Credit Agreement in connection with this Amendment. B. The Company shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of (i) this Amendment, (ii) such other certificates, instruments, agreements or documents as the Administrative Agent may reasonably request (each of the foregoing certificates, instruments, agreements and documents described in this Section 8(B) (other than this Amendment) which constitute Loan Documents are hereinafter referred to collectively as the “Other Documents”). C. The Company shall have delivered certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of this Amendment and the Loan Documents referenced herein. D. The following statements shall be true and correct and the Company, by executing and delivering this Amendment to the Lender and the Administrative Agent, hereby certifies that the following statements are true and correct as of the date hereof: (i1) Other than as expressly contemplated by this Amendment, since the date of the most recent financial statements furnished by the Company to the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Credit Agreement for such financial statements), there shall have been no change which has had or will have a material adverse effect on the business, operations, properties or financial condition of the Loan Parties taken as a whole; (2) The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents (as amended by this Amendment) are true and correct in all respects on and as of that Credit Date to the date of this Amendment with the same extent effect as though made on and as of that such date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as no Unmatured Event of such earlier date; provided, that to the extent any such representation Default or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure Event of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have Default has occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultis continuing; and (v3) if pro forma for such Credit ExtensionNo consents, the Revolving Exposure (calculated as set forth licenses or approvals are required in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance connection with the financial covenant set forth in Section 6.07 as execution, delivery and performance by the Company of this Amendment or the last day Other Documents or the validity or enforceability against the Company of this Amendment or the most recent Fiscal Quarter for Other Documents which financial statements are available (as if have not been obtained and delivered to the financial covenant is in effect)Lender.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0511.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be, and (A) in the case of any Swing Line Loan, Swing Line Lender shall also have received such fully executed and delivered Funding Notice with respect to such Swing Line Loan and (B) in the case of any Letter of Credit, the applicable Issuing Bank shall also have received such fully executed and delivered Issuance Notice with respect to the issuance of such Letter of Credit; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian lesser of (i) the Revolving Commitments then in effect and (ii) the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectBorrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, date and any representation and warranty that is qualified as to the extent any such representation “materiality” or warranty is already qualified by materiality or “Material Adverse Effect, such representation or warranty ” shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect subject to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datesuch qualification; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) if pro forma for on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Agent or Requisite Lenders such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. to Each Borrowing, Issuance and Increase of Available Amount . The obligation of each Appropriate Lender to make any Loan, an Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of the Issuing Bank to issue any a Letter of Credit (including the initial issuance), renew a Letter of Credit, on any Credit Date, including the Restatement Date, are right of the Borrower to request a Swing Line Borrowing shall be subject to the satisfactionfurther conditions precedent that on the date of such Borrowing, issuance, renewal or increase (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance, Notice of Renewal, or waiver request for increase in accordance with Section 10.05, Available Amount and the acceptance by the Borrower of the following conditions precedent:proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing, issuance, renewal or increase such statements are true): (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other each Loan Documents shall be true and Document are correct in all material respects on and as of that Credit Date such date, before and after giving effect to such Borrowing, issuance, renewal or increase and to the same extent application of the proceeds therefrom, as though made on and as of that date, except to the extent such date other than any such representations and or warranties specifically relate that, by their terms, refer to an earlier datea specific date other than the date of such Borrowing, issuance, renewal or increase, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier specific date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (ivii) as of such Credit Date, no event shall have Default has occurred and be continuing is continuing, or would result from such Borrowing, issuance, renewal or increase or from the consummation application of the applicable Credit Extension that would constitute a Default or an Event of Defaultproceeds therefrom; and (viii) if pro forma for such Credit Extensioneach Term Advance, Working Capital Advance or Swing Line Advance made by the Revolving Exposure Swing Line Bank or issuance or renewal of any Letter of Credit, (calculated as set forth in Section 6.07A) as the sum of the date of such Credit Extension is in excess of 25% Loan Values of the Eligible Collateral minus the Reserve Amount exceeds (B) the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as principal amount of the last day Term Advances plus Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect).aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance, issuance, renewal or increase, respectively;

Conditions Precedent. (a) The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent: precedent must be met before each Loan is made hereunder: (i) the Administrative Agent and the Revolving Administrative Agent No event, condition or change that has had, or could reasonably be expected to have, a Material Adverse Effect shall have received a fully executed and delivered Borrowing Notice occurred since the later of the date of this Loan Agreement or Issuance Noticethe date of the last Loan made by the Lender to Borrower hereunder, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein in this Loan Agreement and in the other Loan Documents Other Agreements shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as date of that date, except to the extent such Loan unless such representations and warranties specifically relate to an earlier were made as of a specified date, in which case such representations and warranties shall have been be true and correct in all material respects on and as of such earlier specified date; provided, that to (iii) As of the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as date of such Credit DateLoan, no event shall have occurred and be continuing or would result from such Loan or the consummation application of the applicable Credit Extension proceeds thereof that would constitute a Default or an Event of Default or a Default; and, and (iv) Such other documents and information as Lender may reasonably request from Borrower from time to time after consultation with Borrower. (b) In addition, the following conditions precedent must be met before the initial Loan is made hereunder: (i) Payment of all fees required under this Loan Agreement or the Other Agreements, (ii) Receipt by Lender of satisfactory release documents from any and all conflicting secured creditors (other than holders of Permitted Liens), (iii) Receipt by Lender of appropriate filings and other means of perfecting its security interest in the Collateral, including but not limited to specific collateral assignments of Collateral consisting of instruments or evidenced by titles, (iv) Lender shall have received copies of the certificates and evidences of insurance contemplated under Section 5.6 hereof and the Financials described in Section 7.3 for the periods ending June 30, 2008 and July 31, 2008, (v) if pro forma Receipt by Lender, to the extent requested, of adequate proof of free and clear ownership of the Collateral, including but not limited to paid in full invoices and cancelled checks or other means of payment for such Credit Extensionsaid invoices, (vi) Execution by Borrower and applicable financial institution(s) of any required account control agreements for the benefit of Lender, (vii) Delivery by Borrower of a satisfactory landlord waiver duly executed and delivered by Borrower’s Seattle, Washington landlord, (viii) Receipt by Lender of Warrants to purchase up to $400,000 of shares of Borrower’s Common Stock, in form and substance satisfactory to Lender (the “Warrants”), (ix) a success fee agreement, in form and substance satisfactory to Lender (the “Success Fee Agreement”), and (ix) Delivery by Borrower of a legal opinion of counsel to Borrower relating to this Loan Agreement and the Other Agreements in form and substance satisfactory to Lender. (c) In addition, the Revolving Exposure following conditions must be met before the Second Tranche is made available hereunder: (calculated as set forth in Section 6.07i) Borrower has demonstrated (by providing minutes and resolutions, or actions by unanimous written consent, of the Board of Directors relating thereto) to Lender that the Board of Directors of Borrower has reviewed OMS201 Phase 1 data from the trial being conducted as of the date hereof and after such review, approved the advancement of such Credit Extension OMS201 to the next clinical trial. (d) In addition, the following conditions must be met before the Third Tranche is in excess of 25% made available hereunder: (i) Borrower has demonstrated (by providing minutes and resolutions, or actions by unanimous written consent, of the aggregate Revolving Commitments, Board of Directors relating thereto) to Lender that the Board of Directors of Borrower shall be in compliance with has reviewed OMS302 Phase 1 data from the financial covenant set forth in Section 6.07 trial being conducted as of the last day date hereof and after such review, approved the advancement of OMS302 to the next clinical trial. (e) In addition, the following conditions must be met before the Fourth Tranche is made available hereunder: (i) Borrower has received not less than $25 million in cash proceeds on or after the date hereof but prior to March 31, 2009, from any of the most recent Fiscal Quarter for which financial statements are available following sources: (as if i) the financial covenant is in effectsale of equity securities (including the exercise of any stock options or warrants), (ii) the incurrence of Subordinated Debt, (iii) the receipt of proceeds of any grants, (iv) the receipt of proceeds from any strategic partnerships or co-development projects and/or (iv) the receipt of proceeds from licensing and joint venture fees, evidenced to the reasonable satisfaction of Lender.

Conditions Precedent. The obligation of each Lender to make any Loan, or the an Issuing Bank to issue any Letter of CreditCredit (including any Existing Letters of Credit deemed issued on the Closing Date as contemplated by Section 2.3(h)), on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance NoticeNotice (other than with respect to the Existing Letters of Credit), as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments lesser of (x) the Total Commitment then in effect and (y) the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments Aggregate Borrowing Base then in effect; (iii) as of such at the time of, and immediately after giving effect to, the applicable Credit DateExtension, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that the applicable Credit Date to the same extent as though made on and as of that date, except it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects on and only as of such earlier date; provided, that to the extent specified date and (y) any such representation or warranty that is already qualified by materiality or as to “materiality,” “Material Adverse Effect, such representation ” or warranty similar language shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datesuch date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of on or before the date of such Credit Extension is in excess issuance of 25% any Letter of the aggregate Revolving CommitmentsCredit, the Borrower Administrative Agent shall be have received all other information required by the applicable Issuance Notice, and such other documents or information as the respective Issuing Bank may reasonably require in compliance connection with the financial covenant set forth in Section 6.07 as issuance of the last day such Letter of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Credit.

Conditions Precedent. The As a condition precedent to IHP’s obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject fund to the satisfaction, Company all or waiver in accordance with Section 10.05, any portion of the IHP Maximum Capital Commitment, the following conditions precedentrequirements must be satisfied: (a) As a condition to any advance for the acquisition of the Property, the Company shall have obtained an ALTA Owner’s Policy of Title Insurance-Extended Coverage, in such amount and with such endorsements as IHP may require, which shall insure that fee simple title to the Property is vested in the Company, free and clear of all liens, encumbrances and restrictions or other matters except the Permitted Exceptions. (b) The Managing Member shall have furnished to IHP (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may bedocuments required by Section 2 below; (ii) after making evidence that all insurance as required under Exhibit “I” attached to the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then Agreement is in effect full force and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as a certification that no default exists under the Agreement and that each of such Credit Date, the representations and warranties contained herein and set forth in Exhibit “G” attached to the other Loan Documents shall be Agreement is true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datecorrect; (iv) as upon IHP’s request, correct lists of all consultants, contractors, subcontractors and all other persons who have or have been retained to perform or furnish any work, labor or material in connection with the development of the Project. Each such list shall show the name, address and telephone number of each such contractor or subcontractor, a general statement of the nature of the work to be done, the labor and materials to be supplied, the names of materialmen, if known, the approximate dollar value of such Credit Datelabor, no event work and materials with respect to each, and the status of such work or whether such materials have been delivered. IHP and its agents shall have occurred the right (without either the obligation or the duty) to directly contact each contractor, subcontractor and be continuing or would result materialman to verify the facts disclosed by said list; (v) upon IHP’s request, signed and legally binding mechanics’ and materialmans’ lien releases from all persons who furnished labor, services and/or materials for the consummation of disbursement immediately prior to the applicable Credit Extension disbursement requested and conditional lien releases from all persons who furnished labor, services and/or materials for which a disbursement is requested; (vi) upon IHP’s request, evidence satisfactory to IHP that would constitute a Default or an Event of Defaultno mechanic’s lien has been recorded; and (vvii) if pro forma for such Credit Extension, evidence satisfactory to IHP that TNHC has sufficient and available sums to pay any Project Costs as required under the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Agreement.

Conditions Precedent. 13.1 The following are conditions precedent to the obligation of each Lender the Underwriters to make any Loanclose the transaction contemplated by this Agreement, which conditions BIP covenants to exercise its best efforts to have fulfilled at or prior to the Closing Time and the Over-Allotment Closing Time (if applicable) and which conditions may be waived in writing in whole or in part by the Underwriters: (a) the Units and the Additional Units shall have attributes substantially as set forth in the Disclosure Package, the U.S. Prospectus and the Supplemented Canadian Prospectus; (b) at the Closing Time and the Over-Allotment Closing Time (if applicable), BIP shall have delivered to the Underwriters a certificate, dated the Closing Date or the Issuing Bank to issue any Letter of Credit, on any Credit Over-Allotment Closing Date, including the Restatement Dateas applicable, are subject signed on behalf of BIP by any two of its officers satisfactory to the satisfactionUnderwriters, or waiver in accordance with Section 10.05acting reasonably, of the following conditions precedentand certifying that: (i) except as disclosed in or contemplated by the Administrative Agent Disclosure Package, the U.S. Prospectus and the Revolving Administrative Agent shall have received a fully executed Supplemented Canadian Prospectus, or any amendments thereto: (A) there has been, since March 31, 2019 and delivered Borrowing Notice prior to the Closing Time (or Issuance Noticethe Over-Allotment Closing Time, as applicable), no material change (financial or otherwise) in the case may bebusiness, affairs, operations, assets, liabilities (contingent or otherwise) or capital of BIP on a consolidated basis; and (B) no transaction of a nature material to BIP on a consolidated basis has been entered into, directly or indirectly, by BIP since March 31, 2019; (ii) after making no order, ruling or determination (excluding temporary trading halts for the Credit Extensions requested on dissemination of information) having the effect of ceasing or suspending trading in any securities of BIP has been issued in the United States or any of the Qualifying Jurisdictions and, to BIP’s knowledge, no proceedings for such Credit Datepurpose are pending, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectcontemplated or threatened; (iii) as of such Credit Date, the representations and warranties of BIP contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be are true and correct in all respects as of the Closing Time (or the Over-Allotment Closing Time, as applicable), with the same force and provided further that effect as if made at and as of the failure of any representation Closing Time (or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;Over-Allotment Closing Time, as applicable); and (iv) BIP has complied with all terms and conditions of this Agreement to be complied with by BIP at or prior to the Closing Time (or the Over-Allotment Closing Time, as applicable), and all such matters shall in fact be true at the Closing Time (or the Over-Allotment Closing Time, as applicable); (c) the Underwriters shall have received evidence satisfactory to them, acting reasonably, that the Units have been conditionally approved for listing on the TSX and the NYSE; (d) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the “lock-up” agreement between BAM and the Underwriters in form and substance satisfactory to the Underwriters shall be in full force and effect; (e) the Underwriters shall have received at the Closing Time (or the Over-Allotment Closing Time, as applicable) the letter of the auditors of BIP updating the long-form “comfort letter” referred to in Section 6.1 to a date not more than two business days prior to the date of such Credit letter, such letter to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (f) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date or the Over-Allotment Closing Date, no event as applicable, on behalf of BIP from Torys LLP, BIP’s U.S. and Canadian legal counsel, addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters. In connection with such opinions, Torys LLP may rely on the opinions of local counsel acceptable to counsel to the Underwriters, as to form, substance and choice of counsel, acting reasonably, as to matters governed by laws of jurisdictions other than the laws of the Province of Ontario, the Province of Alberta, the laws of the State of New York and the federal laws of the United States, and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of BIP, and others; (g) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have occurred received favorable legal opinions, dated the Closing Date or the Over-Allotment Closing Date, as applicable, on behalf of BIP from local counsel in each Qualifying Jurisdiction other than the Province of Ontario and the Province of Alberta acceptable to counsel for the Underwriters, acting reasonably, addressed to the Underwriters and their counsel with respect to such matters as may reasonably be continuing requested by the Underwriters; (h) at the Closing Time (or would result the Over-Allotment Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion, dated the Closing Date or the Over-Allotment Closing Date, as applicable, on behalf of BIP from Xxxxxxx (Bermuda) Limited addressed to the consummation Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters; (i) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date or the Over-Allotment Closing Date, as applicable, from their U.S. counsel, Milbank LLP, and a favorable legal opinion from their Canadian counsel, Goodmans LLP, with respect to such matters as the Underwriters may reasonably request; (j) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have received the appropriate legal opinions, dated the Closing Date or the Over-Allotment Closing Date, as applicable, addressed to the Underwriters and their counsel, as to compliance with the laws of Québec relating to the use of the applicable Credit Extension French language, which required opinions shall be in form and substance satisfactory to the Underwriters’ counsel, acting reasonably; (k) at the Closing Time (or the Over-Allotment Closing Time, as applicable), BIP shall have delivered evidence that would constitute BIP is a Default “reporting issuer” and is not listed as in default of any requirements of the Canadian Securities Laws, or its equivalent, in each of the Qualifying Jurisdictions; (l) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act, shall be pending before or threatened by the SEC; the U.S. Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the SEC under the Securities Act (in the case of an Event Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 3.2 hereof; and all requests by the SEC for additional information shall have been complied with to the reasonable satisfaction of Defaultthe Representatives; and (vm) if pro forma for such Credit Extensionat or prior to the Closing Time, BILP shall have entered into a binding subscription agreement with BAM pursuant to which BAM shall have agreed to purchase, at the Revolving Exposure Closing Time, 6,128,000 RPUs at a purchase price per RPU equal to the Offering Price (calculated as set forth in Section 6.07net of commissions) as of and the date sale of such Credit Extension is in excess of 25% of RPUs shall have been completed at or prior to the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Closing Time.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit or Hedge Letter of Credit, on any Credit Date, including the Restatement Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.0510.5, of the following conditions precedent: (i) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Funding Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, (A) the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian lesser of aggregate Revolving Commitments then in effect and the Borrowing Base then in effect and (B) the Total Obligations Utilization of U.S. Revolving Hedge L/C Commitments shall not exceed the U.S. Revolving aggregate Hedge L/C Commitments then in effect; (iii) as of such Credit Date, the representations and warranties of the Credit Parties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) if pro forma for on or before the date of issuance of any Letter of Credit or Hedge Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit or Hedge Letter of Credit. Administrative Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the Revolving Exposure (calculated as set forth in Section 6.07) as requesting party confirming the satisfaction of any of the date foregoing if, in the good faith judgment of such Credit Extension Administrative Agent or each such Requisite Lender such request is in excess of 25% of warranted under the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)circumstances.

Conditions Precedent. 13.1 The following are conditions precedent to the obligation of each Lender the Underwriters to make any Loanclose the transaction contemplated by this Agreement, which conditions BIP covenants to exercise its best efforts to have fulfilled at or prior to the Closing Time and the Over-Allotment Closing Time (if applicable) and which conditions may be waived in writing in whole or in part by the Underwriters: (a) the Units and the Additional Units shall have attributes substantially as set forth in the Disclosure Package, the U.S. Prospectus and the Supplemented Canadian Prospectus; (b) at the Closing Time and the Over-Allotment Closing Time (if applicable), BIP shall have delivered to the Underwriters a certificate, dated the Closing Date or the Issuing Bank to issue any Letter of Credit, on any Credit Over-Allotment Closing Date, including the Restatement Dateas applicable, are subject signed on behalf of BIP by any two of its officers satisfactory to the satisfactionUnderwriters, or waiver in accordance with Section 10.05acting reasonably, of the following conditions precedentand certifying that: (i) except as disclosed in or contemplated by the Administrative Agent Disclosure Package, the U.S. Prospectus and the Revolving Administrative Agent shall have received a fully executed Supplemented Canadian Prospectus, or any amendments thereto: (A) there has been, since December 31, 2010 and delivered Borrowing Notice prior to the Closing Time (or Issuance Noticethe Over-Allotment Closing Time, as applicable), no material change (financial or otherwise) in the case may bebusiness, affairs, operations, assets, liabilities (contingent or otherwise) or capital of BIP on a consolidated basis; and (B) no transaction of a nature material to BIP on a consolidated basis has been entered into, directly or indirectly, by BIP since December 31, 2010; (ii) after making no order, ruling or determination (excluding temporary trading halts for the Credit Extensions requested on dissemination of information) having the effect of ceasing or suspending trading in any securities of BIP has been issued in the United States or any of the Qualifying Jurisdictions and, to BIP’s knowledge, no proceedings for such Credit Datepurpose are pending, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectcontemplated or threatened; (iii) as of such Credit Date, the representations and warranties of BIP contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be are true and correct in all respects as of the Closing Time (or the Over-Allotment Closing Time, as applicable), with the same force and provided further that effect as if made at and as of the failure of any representation Closing Time (or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement DateOver-Allotment Closing Time, as applicable); (iv) BIP has complied with all terms and conditions of this Agreement to be complied with by BIP at or prior to the Closing Time (or the Over-Allotment Closing Time, as applicable), and all such matters shall in fact be true at the Closing Time (or the Over-Allotment Closing Time, as applicable); (c) the Underwriters shall have received evidence satisfactory to them, acting reasonably, that the Units have been conditionally approved for listing on the TSX and the NYSE; (d) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the “lock-up” agreement between BAM and the Underwriters in form and substance satisfactory to the Underwriters shall be in full force and effect; (e) the Underwriters shall have received at the Closing Time (or the Over-Allotment Closing Time, as applicable) the letters of the auditors of BIP updating each long form “comfort letter” referred to in section 6.1 to a date not more than two business days prior to the date of such Credit letter, such letters to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (f) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have received a favourable legal opinion, dated the Closing Date or the Over-Allotment Closing Date, no event as applicable, on behalf of BIP from Torys LLP addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters. In connection with the opinion, Torys LLP may rely on the opinions of local counsel acceptable to counsel to the Underwriters, as to form, substance and choice of counsel, acting reasonably, as to matters governed by laws of jurisdictions other than the laws of the Province of Ontario, the laws of the State of New York and the federal laws of the United States, and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of BIP, and others; (g) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have occurred received a 10b-5 negative assurance letter from Torys LLP, BIP’s U.S. legal counsel, addressed to the Underwriters and their counsel, in form and content acceptable to the Underwriters, acting reasonably; (h) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have received a favourable legal opinion, dated the Closing Date or the Over-Allotment Closing Date, as applicable, on behalf of BIP from Xxxxxxx Global addressed to the Underwriters and their counsel with respect to such matters as may reasonably be continuing requested by the Underwriters; (i) at the Closing Time (or would result the Over-Allotment Closing Time, as applicable), the Underwriters shall have received a favourable legal opinion and 10b-5 negative assurance letter, dated the Closing Date or the Over-Allotment Closing Date, as applicable, from their counsel with respect to such matters as the consummation Underwriters may reasonably request; (j) at the Closing Time (or the Over-Allotment Closing Time, as applicable), the Underwriters shall have received the appropriate legal opinions, dated the Closing Date or the Over-Allotment Closing Date, as applicable, addressed to the Underwriters and their counsel, as to compliance with the laws of Québec relating to the use of the applicable Credit Extension French language, which required opinions shall be in form and substance satisfactory to the Underwriters’ counsel, acting reasonably; (k) at the Closing Time (or the Over-Allotment Closing Time, as applicable), BIP shall have delivered evidence that would constitute BIP is a Default “reporting issuer” and is not listed as in default of any requirements of the Canadian Securities Laws, or its equivalent, in each of the Qualifying Jurisdictions; (l) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the SEC; the U.S. Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the SEC under the Securities Act (in the case of an Event Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with section 3.2 hereof; and all requests by the SEC for additional information shall have been complied with to the reasonable satisfaction of Defaultthe Representatives; and (vm) at or prior to the Closing Time, BILP shall have entered into a binding subscription agreement with BAM pursuant to which BAM shall have agreed to purchase, at the Closing Time, 7,218,643 RPUs (and, at the Over-Allotment Closing Time, as applicable, such Additional RPUs as determined by BAM, required to maintain BAM’s direct and indirect interest in BIP (on a fully exchanged basis)) at a purchase price per RPU (or Additional RPU, if pro forma for such Credit Extension, applicable) equal to the Revolving Exposure Offering Price (calculated as set forth in Section 6.07net of commissions) as of and the date sale of such Credit Extension is in excess of 25% of RPUs (or Additional RPUs) shall have been completed at or prior to the aggregate Revolving CommitmentsClosing Time (or the Over-Allotment Closing Time, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effectapplicable).

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, Loan on any Credit Date, including if applicable the Restatement Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 10.059.4, of the following conditions precedent: (i) Administrative Agent, the Administrative Paying Agent and the Revolving Administrative Agent Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Notice or Issuance NoticeBase Certificate, as evidencing sufficient Availability with respect to the case may berequested Loans, and a Borrowing Base Report; (ii) both before and after making the Credit Extensions any Loans requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments no Borrowing Base Deficiency shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectexist; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, if such representations and warranties (A) specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; , provided, that to the extent representations and warranties in any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty Original Borrowing Base Certificate shall be true and correct excluded from the certification in all respects and provided further this Section 3.2(a)(iii) if a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii), or (B) relate to a Receivable that is later repurchased by the failure of any representation Seller in accordance with the Asset Purchase Agreement based upon knowledge obtained by Company or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Holdings after such Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default, a Default or any Early Amortization Event; (v) the Administrative Agent and the Paying Agent shall have received the related Borrowing Base Report no later than the second Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in its Permitted Discretion; (vii) the Commitment Period shall not have ended; (viii) as of such Credit Date, the Reserve Account shall have been (or will be, out of the proceeds of the Loans to be made on such date), funded so that it contains funds in an amount not less than the Reserve Account Funding Amount as of such date; and (vix) if pro forma for such Credit Extensionin the case of any funding of any Class A Loan, the Revolving Exposure (calculated as set forth in Section 6.07) as Total Utilization of the date Class A Commitments shall not exceed the product of (a) 72% and (b) the Borrowing Base immediately after giving effect to such Credit Extension is in excess of 25% of funding. Notwithstanding anything contained herein to the aggregate Revolving Commitmentscontrary, neither the Borrower Paying Agent nor the Collateral Agent shall be in compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter responsible or liable for which financial statements are available (as if the financial covenant is in effect)determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation Conditions Precedent in favor of each Lender DSET 7.1 DSET’s obligations to make any Loan, or carry out the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, transactions contemplated hereby are subject to the satisfaction, fulfillment (or waiver by DSET in accordance with Section 10.05, writing) of each of the following conditions precedentprecedent on or before the Closing: (ia) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the The representations and warranties contained herein and made by eXp Realty in or pursuant to this Agreement as of the other Loan Documents date hereof shall be true and correct in all material respects on at and as of that Credit the Closing Date to (as qualified by the disclosures in the disclosure schedules hereto), with the same extent effect as though made on and as of that date, except to the extent such representations and warranties specifically relate had been made or given at and as of the Closing Date. (b) No legal requirement shall prohibit the consummation of the transaction, and no proceeding (other than the exercise of any dissenters rights by eXp Realty Shareholders holding no more than five percent (5%) of the outstanding eXp Realty Shares) shall have been commenced or threatened by any governmental body or person (other than DSET and its affiliates) on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transactions contemplated herein and no judgment, decree, restraining order or injunction shall have been entered which would prohibit the contemplated transactions; (c) all documents or copies of documents required to be executed and delivered to DSET hereunder will have been so executed and delivered; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by eXp Realty at or prior to the Closing will have been complied with or performed; (e) title to the eXp Realty Shares held by the eXp Realty Shareholders and to the eXp Realty Assets will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed herein; (f) the Merger Documents shall be executed by eXp Realty in form acceptable for filing with the Washington Secretary of State; (g) subject to Article 8 hereof, there will not have occurred (i) any material adverse change in the financial position or condition of eXp Realty, its liabilities or the eXp Realty Assets or any damage, loss or other change in circumstances materially and adversely affecting eXp Realty, the eXp Realty Business or the eXp Realty Assets or eXp Realty's right to carry on the eXp Realty Business, other than changes in the ordinary course of business, none of which has been materially adverse, or (ii) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to eXp Realty or the eXp Realty Business (whether or not covered by insurance) materially and adversely affecting eXp Realty, the eXp Realty Business or the eXp Realty Assets; (h) eXp Realty will have caused the Audited eXp Realty Financial Statements to be prepared and delivered to DSET, which shall conform in all material respects to the eXp Realty Financial Statements; (i) eXp Realty will have obtained a minimum of 66 2/3% approval of the eXp Shareholders to the Merger ; (j) the Return to Treasury Instructions to cancel 39,810,000 Pre-Stock Split Shares shall have been duly executed by Xxxxx Xxxxxxx; (k) eXp Realty will have delivered to DSET in writing, at and as of the Closing, a certificate in form satisfactory to DSET, certifying that the conditions in Sections (a), (c), (d), and (i) above have been satisfied; (l) an earlier dateexemption from the registration requirements of the Securities Act of 1933 will be available regarding the issuance of the Acquisition Shares for each eXp Shareholder; and (m) the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any. 7.2 The conditions precedent set out in which case the preceding section are inserted for the exclusive benefit of DSET and any such condition may be waived in whole or in part by DSET at or prior to the Closing by delivering to eXp Realty a written waiver to that effect signed by DSET. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing, DSET shall be released from all obligations under this Agreement. 7.3 The obligations of eXp Realty to carry out the transactions contemplated hereby are subject to the fulfillment (or waiver by eXp Realty in writing) of each of the following conditions precedent on or before the Closing: (a) The representations and warranties made by DSET in or pursuant to this Agreement as of the date hereof shall have been be true and correct in all material respects on at and as of such earlier date; provided, that to the extent any such representation or warranty is already Closing Date (as qualified by materiality the disclosures in the disclosure schedules hereto), with the same effect as though such representations and warranties had been made or Material Adverse Effectgiven at and as of the Closing Date. (b) No legal requirement shall prohibit the consummation of the transaction, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target no proceeding (other than the Specified Representations and Company Representationsexercise of any dissenters rights by eXp Realty Shareholders holding no more than [five percent (5%)] of the outstanding eXp Realty Shares) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Date, no event shall have occurred been commenced or threatened by any governmental body or person (other than eXp and be continuing its affiliates or would result from shareholders) on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the applicable Credit Extension that transactions contemplated herein and no judgment, decree, restraining order or injunction shall have been entered which would constitute a Default or an Event of Default; andprohibit the contemplated transactions; (vc) if pro forma for such Credit Extension, the Revolving Exposure all documents or copies of documents required to be executed and delivered to eXp Realty hereunder will have been so executed and delivered; (calculated as set forth in Section 6.07d) as all of the date terms, covenants and conditions of such Credit Extension is this Agreement to be complied with or performed by DSET at or prior to the Closing will have been complied with or performed; (e) DSET will have delivered the certificates representing the Acquisition Shares to be issued pursuant to the terms of the Merger to eXp Realty at the Closing and the Acquisition Shares will be registered on the books of DSET in excess the names of 25the eXp Realty Shareholders at the Effective Time; (f) title to the Acquisition Shares will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever; (g) the Return to treasury Instructions to cancel 39,810,000 Pre-Stock Split Shares shall have been duly executed by Xxxxx Xxxxxxx; (h) this Agreement and the Merger shall have been approved by a vote of a minimum of 66 2/3% of the aggregate Revolving Commitmentsstockholders of eXp Realty; (i) the Merger Documents shall be executed by the Acquirer in form acceptable for filing with the Washington Secretary of State; (j) subject to Article 8 hereof, there will not have occurred (i) any material adverse change in the financial position or condition of DSET, its liabilities or the DSET Assets or any damage, loss or other change in circumstances materially and adversely affecting DSET, the Borrower shall be DSET Business or the DSET Assets or DSET’s right to carry on the DSET Business, other than changes in compliance with the financial covenant set forth in Section 6.07 as ordinary course of business, none of which has been materially adverse, or (ii) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to DSET or the last day of DSET Business (whether or not covered by insurance) materially and adversely affecting DSET, the most recent Fiscal Quarter for which financial statements are available (as if DSET Business or the financial covenant is in effect).DSET Assets;

Conditions Precedent. Section 7.01 Conditions to the Purchaser's Obligations Regarding Receivables. The obligation obligations of each Lender the Purchaser to make any Loan, or purchase the Issuing Bank to issue any Letter of Credit, Receivables in the Accounts on any Credit Date, including the Restatement Date, are Closing Date shall be subject to the satisfaction, or waiver in accordance with Section 10.05, satisfaction of the following conditions precedentconditions: (ia) All representations and warranties of the Administrative Agent Seller contained in this Agreement shall be true and correct on the Revolving Administrative Agent shall have received a fully executed Closing Date with the same effect as though such representations and delivered Borrowing Notice or Issuance Notice, as the case may bewarranties had been made on such date; (iib) after making All information concerning the Credit Extensions requested on such Credit Date, Accounts provided to the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents Purchaser shall be true and correct in all material respects on and as of that Credit Date each Closing Date; (c) The Seller shall have (i) delivered to the same extent as though made on and Purchaser an Account Schedule as of that dateeach Closing Date and (ii) substantially performed all other obligations required to be performed by the provisions of this Agreement; (d) The Seller shall have recorded and filed, except at its expense, any financing statement with respect to the extent Receivables now existing and hereafter created for the transfer of accounts and general intangibles (each as defined in Section 9-106 of the UCC) meeting the requirements of applicable state law in such manner and in such jurisdiction as would be necessary to perfect the sale of and security interest in the Receivables and other Purchased Assets from the Seller to the Purchaser, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser; (e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested. Section 7.02 Conditions Precedent to the Seller's Obligations. The obligations of the Seller to sell Receivables in the Accounts on the Closing Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties specifically relate to an earlier date, of the Purchaser contained in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty this Agreement shall be true and correct in all respects with the same effect as though such representations and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct warranties had been made on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datesuch date; (ivb) as Payment or provision for payment of such Credit Date, no event the Purchase Price in accordance with the provisions of Section 3.01 hereof shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultbeen made; and (vc) if pro forma for such Credit Extension, All corporate and legal proceedings and all instruments in connection with the Revolving Exposure (calculated as set forth in Section 6.07) as of the date of such Credit Extension is in excess of 25% of the aggregate Revolving Commitments, the Borrower transactions contemplated by this Agreement shall be satisfactory in compliance with form and substance to the financial covenant set forth in Section 6.07 Seller, and the Seller shall have received from the Purchaser copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)Seller may reasonably have requested.

Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, Each of the following conditions precedentprecedent shall be fulfilled to the satisfaction of Bank prior to this Second Amendment becoming effective against Bank: (ia) ORC shall have furnished to Bank, in form, content and amounts and with companies satisfactory to Bank casualty insurance policies endorsed in favor of Bank as loss payee and as mortgagee under a standard mortgage clause relating to the Administrative Agent Premises; (b) This Second Amendment, duly executed by the Company and Guarantor. (c) Bank shall have approved the deed conveying title to the Premises and any other documents transferring the Premises and the Revolving Administrative Agent assets associated therewith from TFGG to ORC; (d) Bank shall have received a fully executed copy of any surveys, environmental study and delivered Borrowing Notice other studies or Issuance Notice, as reports commissioned by ORC with respect to the case may bephysical condition of the Premises; (e) Bank shall have received an endorsement to Lawyers Title Insurance Corporation Policy No- 91-00- 518957 (i) extending the effective date of such policy to the date and time of the recording of the deed conveying title to the Premises to ORC, (ii) after making with Schedule A of such policy reflecting that title to the Credit Extensions requested on such Credit DatePremises is vested in ORC and reflecting that the name of insured is Wellx Xxxgo Bank (Texas), National Association, and (iii) reflecting the Total Utilization recordation of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect this Agreement and the Total Obligations deed transferring ownership of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effectPremises from TFGG to ORC; (iiif) as of such Credit Date, the The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent date hereof as though if made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Datedate hereof; (ivg) as No Event of such Credit Date, no event Default shall have occurred and be continuing and no event or condition shall have occurred that with the giving of notice or lapse of time or both would result from be an Event of Default unless such Event of Default has been specifically waived in writing by Bank; (h) Bank shall have received true, correct and complete copies of all documents and instruments relating to the Transfer; (i) Effective with the consummation of the applicable Credit Extension Transfer, ORC will be legally responsible for and will assume, pay, perform and discharge all the obligations, duties and liabilities of TFGG under the Loan Agreement, the Note, the Deed of Trust and the other Loan Documents, and by execution below of this Second Amendment by ORC, ORC agrees that would constitute a Default or an Event (i) ORC will be legally responsible for, and hereby assumes, and agrees to pay, perform and discharge, all the obligations, duties and liabilities of Default; andTFGG under the Loan Agreement, the Note, the Deed of Trust and the other Loan Documents, and (ii) that ORC will execute such documentation, as shall be required by Bank, in its sole discretion, in connection with the Transfer; (vj) Bank shall have received each of the following, in form and substance acceptable to Bank: (i) copies, certified by each of TFGG and ORC, of all consents, authorizations, filings, licenses and approvals, if pro forma for such Credit Extensionany, required in connection with the execution, delivery and performance by TFGG and ORC, and the validity and enforceability, of this Second Amendment, the Revolving Exposure (calculated Loan Agreement, the Note, the Deed of Trust, the Indemnity Agreement and the other Loan Documents, each as set forth in Section 6.07) as modified hereby, and each of the date agreements, documents and instruments executed in connection herewith and therewith; (ii) a Company General Certificate of such Credit Extension is ORC, in excess form and substance satisfactory to Bank, together with: (A) the Certificate of 25% Incorporation, including all amendments thereto, certified by the Secretary of State of the aggregate Revolving Commitmentsstate of Delaware and dated within 30 days prior to the date hereof, (B) the Bylaws of ORC, including all amendments thereto; (C) the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 as unanimous consent of the last day directors of ORC authorizing the execution, delivery and performance by ORC of this Second Amendment and each of the most recent Fiscal Quarter for which financial statements are available agreements, documents and instruments executed in connection herewith; (D) certificates of the appropriate government officials of the state of incorporation of ORC as if to its existence and good standing, and certificates of the financial covenant appropriate government officials in each state where ORC is in effect).required by the nature of the business it conducts within such state to qualify as a foreign corporation and where failure to be so qualified would have a material adverse effect on ORC, as to its good standing and

Conditions Precedent. (a) The obligation of agreements contained herein and the amendments contemplated hereby shall not be effective unless each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentprecedent is satisfied: (i1) the Administrative Agent and the Revolving Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be; (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization All of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties made by Borrower in Section 6 hereof shall be true and correct; (2) Bank shall receive in form and substance satisfactory to Bank, a Certificate of Officer of Borrower and Guarantor, as to the satisfaction of the condition specified in paragraph (1) of this Section 7(a); (3) Borrower's payment of the Loan Fee; (4) Delivery of a Certificate of Good Standing of Borrower issued by the State of Georgia, and Certificates of Authority to transact business issued by the States of Tennessee and Texas; (5) Delivery of a Certificate of Good Standing of Guarantor issued by the State of Ohio, and Certificate of Authority to transact business issued by the State of Georgia; (6) Amended and Restated Revolving Credit Note; and (7) Bank shall have received, in form and substance satisfactory to Bank, such other documents as Bank shall deem necessary and/or appropriate. Upon satisfaction of each of the conditions precedent set forth in this Section 7, the agreements contained herein and the amendments contemplated hereby shall be deemed effective as of the date hereof. (b) From and after the satisfaction of the conditions precedent set forth in Section 7(a) hereof, Bank's obligations to make any Advances to Borrower under the Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date subject to the same extent as though made on and as additional conditions that (i) all of that date, except to the extent such representations and warranties specifically relate to an earlier datemade by Borrower herein, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; providedwhether directly or incorporated herein by reference, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect immediately prior to the Target (other than time of the Specified Representations proposed Advance as if made at and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date; (iv) as of such Credit Datetime, except that representations and warranties of financial statements or conditions as of an earlier date relate solely to such earlier date, and (ii) no Event of Default, or event shall have occurred and be continuing or would result from the consummation condition which, with notice or lapse of the applicable Credit Extension that time, or both, would constitute a Default or an Event of Default; and (v) if pro forma for , would occur after giving effect to the making of such Credit Extension, Advance. From and after the Revolving Exposure (calculated as satisfaction of the conditions precedent set forth in Section 6.077(a) as hereof, each request by Borrower for a Advance under the Loan Agreement and the other Loan Documents shall be deemed to be a representation and warranty by Borrower that all of the date of such Credit Extension is conditions precedent in excess of 25% of the aggregate Revolving Commitments, the Borrower shall be in compliance with the financial covenant set forth in this Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (as if the financial covenant is in effect)7(b) have been met.

Conditions Precedent. (A) The obligation of each Lender the Lenders to execute and deliver this Amendment and to make any Loan, or Advance after the Issuing Bank to issue any Letter of Credit, on any Amendment Effective Date under the Credit Date, including the Restatement Date, are Agreement as amended hereby is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedentfollowing: (ia) the Administrative Agent and the Revolving Administrative Agent this Amendment shall have received a fully been executed and delivered Borrowing Notice or Issuance Noticeby an authorized officer of Parent, as the case may beBorrower and each other Loan Party; (iib) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the Canadian Revolving Commitments then in effect and the Total Obligations of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other each Loan Documents shall be true and Document are correct in all material respects on and as of that Credit Date the Amendment Effective Date, before and after giving effect to this Amendment, such Borrowing or issuance and to the same extent application of the proceeds therefrom, as though made on and as of that date, except to the extent such date other than any such representations and or warranties specifically relate in all material respects that, by their terms, refer to an earlier datea specific date other than the date of this Amendment, such Borrowing, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier specific date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not constitute the failure of this condition precedent with respect to the Credit Date occurring on the Restatement Date;and (ivc) as of such Credit Date, no event shall have occurred and be continuing continuing, or would result from such Borrowing or issuance or from the consummation application of the proceeds therefrom, that constitutes a Default. (B) The obligation of the Lenders to make Advances to the Borrower after the Amendment Effective Date to fund the Accura Acquisition in accordance with the Credit Agreement as amended hereby is subject to the following (in addition to the conditions precedent set forth in Section 3(A) above): (a) the Lenders shall be satisfied that the assets and earnings of the Borrower immediately following the Accura Acquisition contemplated hereby will be sufficient to support the Obligations of the Borrower under the Credit Agreement, the Notes and the other Loan Documents and the timely amortization of all Debt and other Obligations of the Borrower; (b) the Accura Acquisition shall have been consummated in accordance with the terms of the Accura Acquisition Documents, without any waiver or amendment of any material term, provision or condition set forth therein not consented to by the Agent and the Required Lenders and in compliance with all applicable Credit Extension that would constitute a Default or an Event laws; (c) the Parent Contribution shall have been made, the proceeds of Defaultwhich shall be used to consummate the Accura Acquisition, and the Parent Subordinated Note shall have been pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Parent Pledge Agreement, as amended; and (vd) if pro forma for such Credit Extension, the Revolving Exposure (calculated as set forth in Section 6.07) as of Agent shall have received on or before the date of such Credit Extension is in excess of 25% of the aggregate Revolving CommitmentsBorrowing, the Borrower shall be in compliance with the financial covenant set forth in Section 6.07 each dated as of the last day Accura Acquisition Closing Date (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender and Agent and Agent's counsel and to the extent reasonably necessary to evidence the Borrowing to fund the Accura Acquisition, the addition of any Subsidiary Guarantor and to perfect the first priority security interest of the most recent Fiscal Quarter Secured Parties and Collateral Agent in the assets of the Borrower and its Subsidiaries, the documents required to be delivered pursuant to Section 3.03 of the Credit Agreement, including, without limitation: (i) a supplement to the Credit Agreement duly executed by Accura, Precise Canada and the Acquisition Sub, together with amended schedules to the Credit Agreement; (ii) a Security Agreement duly executed by Accura, Precise Canada and the Acquisition Sub in favor of the Secured Parties and an Amendment to the Parent Pledge Agreement duly executed by Parent in favor of the Secured Parties, together with (A) appropriate executed UCC-1 financing statements and/or the Canadian equivalent and, if necessary, any amendments to existing UCC-1 financing statements, (B) certificates representing the Accura Stock and the capital stock of the Acquisition Sub and Precise Canada, accompanied, in each case, by undated stock powers executed in blank, and the Parent Subordinated Note, duly endorsed in blank, (C) duly executed copies in proper form, to be filed by Stikeman, Elliot or its local agent in the case of Accura and the Acquisition Sub, of all recordings and filings of or with respect to the Security Agreement and the Parent Pledge Agreement, as amended, that the Collateral Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby and (D) evidence of the insurance for which financial statements are available Accura required by the terms of the Security Agreement; (as if iii) an Intellectual Property Security Agreement duly executed by Accura, Precise Canada and the financial covenant is Acquisition Sub in effect).favor of the Secured Parties; (iv) a Guaranty duly executed by Accura, Precise Canada and the Acquisition Sub in favor of the Secured Parties;